Rewind to 10
by Illusionist Owl
Summary: After a mission gone awry, something happens to Ben that makes him vulnerable and needs to be under constant watch. So when Gwen and Kevin aren't the ones to take care of him, some surprising beings come forward to watch the holder of the omnitrix.
1. Chapter 1

I've always enjoyed fanfics where the aliens had more of an involvement in Ben's life rather then just being strands of DNA...I mean Ghostfreak came out didn't he so why not the others? Oh and sorry if I made Manny sound like Cyborg from Teen Titans its just that when I was writing him he just seemed to come to mind. Just a heads up this is eventually going to be BenxKevin but not right now, so please enjoy the fanfic and review! Suggestions and Criticism welcome as well.

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_**Monday….**_

"Hey Kevin, do you want to come over to watch the FIFA world cup with me? It's us against England and-" Ben started excited but Kevin cut him off before he could finish.

_::Look Benji, I got a lot of cars to go through today…I have to repair three of them and figure out why one won't start even if the guy says everything's all there:: Kevin growled back over the phone, clearly frustrated. _

"Oh…w-well I can record it and then we can watch it later after you finish work then?" Ben asked a bit downed that Kevin wouldn't be able to watch the game with him.

_::By that time I'll be too tired Ben….look I have to go, I shouldn't even be talking on the phone during work.:: _Kevin stated as he quickly ended the call before Ben could say anything.

The brown haired teen blinked when he heard the dial tone and pulled the phone away from his ear and stared at the phone.

"Okay then…" he said quietly putting his phone away as he sat on the couch to watch the game, not as excited as he was before. "Maybe we'll be able to do something tomorrow…."

_**Tuesday….**_

_::I'm pretty much on my own here, with the exception of the manager Benji. One of the guys called in sick and there aren't any other people they can call in so I'm here all day::_

"What about during your lunch break? We could meet at Mr. Smoothie or someplace closer to the body shop…we could even go after your work…" Ben tried frowning.

_::I'm completely swamped here, I won't be able to leave and I have other things to do after work that needs my attention, I'll talk to you later…maybe:: _ Kevin stated a bit annoyed, before hanging up on Ben before he could get another word in.

"Maybe Gwen will want to go with me…" He said to himself as dialed his cousin's phone number. He waited a few seconds before he heard Gwen's voice on the other end, "Gwen? Do you want to come with me to Mr. Smoothie?"

_::Sorry Ben I got a huge chemistry exam coming up and I need to make sure I have enough time going over everything…besides shouldn't you be studying as well? You still have classes too::_

"I know but I just though…" Ben tried to argue with his cousin, but Gwen wouldn't let him try any of his excuses.

_::Take some time to study your books. There isn't going to be an alien attack everyday and you did get a C on the last test in biology.::_ she reprimanded.

"I guess so…"

_::Good I got a lot of notes to study so please don't call unless its important.::_

After that Ben heard the dial tone and tossed his phone onto his desk before he flopped onto his bed clutching his pillow in his arms, "maybe tomorrow…."

_**Wednesday…**_

_::Ben! I'm late for my karate practice I have to go! I don't have time for you at the moment!::_

_::I'm in the __**middle **__of something important here Tenneyson…I can't talk right now!::_

_**Thursday…**_

_::This better be important Ben, I'm in the middle of my study session and looking through college applications…what? Ben I have better things to do then mindlessly hang at Mr. Smoothie! Honestly, you really need to grow up Ben!::_

_::Dammit Tenneyson you have the absolutely __**worse**__ timing! You nearly cost me the new alien tech and armor!::_

"Um-sorry..I didn't think…" Ben apologized but winced at the scathing tone of the osmosian shot back at him.

_::You sure as hell didn't think you moron! Now for the last freaking time get this through your thick head…__**DON'T CALL ME UNLESS ITS IMPORTANT YOU STUPID BRAT!**__::_

_**Monday….**_

It had been three days since Ben had last picked up his phone and called Gwen or Kevin. He had tried several times to call them but then he would remember how their last conversation had gone and dropped his phone, preferring to sulk on his bed. He laid on his bed with his pillow over his head as the conversations from the past few days were ringing in his head, especially the ones from yesterday.

"I didn't mean to bother them…its just that its been slow with the alien activity…" he mumbled to himself as he peeked out of his pillow to look at his phone.

He reached out to grab up but then retracted his hand, as if he was afraid to pick it up and call Gwen and Kevin. He shook his head and sighed holding his pillow tightly, he never noticing his omnitrix glowing briefly….

* * *

"Our master isn't very happy…" a tall blue lizard with wheels for feet stated frowning as its mask lifted up as he gazed at the screen that showed Ben on his bed with his pillow over his head.

"That is a very obvious conclusion." A small galven alien said sitting on the shoulder of a familiar red four-armed alien, "from my observation it is because of the lack of companionship of his comrades…"

"There is that Grey Matter…" stated an orange crustacean scuttling up to them to make his own point, "and from previous conversations between our master and his friends, each time has been more unpleasant then the last to the point he's afraid to call them once more in fear of the retaliation."

"Was it really necessary to call master those names though?" Ditto asked frowning as he folded his arms as the duplicate across from him was trying to figure out his move in on the checkerboard in front of them.

"They were just frustrated, I mean you heard how they sounded." Diamondhead defended only to get a snort from a blue monkey hanging upside down from a trapeze above the petrosapien.

"That still doesn't give them the right to bite our master's head off, I mean its not like the device is a camera where they can see each other and what the other is doing." Spidermonkey retorted.

"So what do you all propose we do about the situation?" a bored swampfire asked throwing fireballs at Heatblast flying around the green void," we're trapped in this bloody device and its not like we can just appear out of thin air to help our master!"

"Says who you bunch of morons?" a dark voice hissed behind them.

All the aliens present stopped talking and turned towards the familiar ghost alien that was bounded by several rings of green energy along with being behind several bars of green energy that formed a cage around it.

"Just what are you talking about Ghostfreak?" Four-arms asked frowning at the rebellious alien.

"It's a rather simple solution…just take over the stupid human's body and you'll be out." He stated.

"That would defeat the purpose of us 'helping' our master you felonious specter…" Brainstorm retorted tartly, narrowing his eyes at the ghost.

"Then I'm afraid you are stuck here for eternity…" Ghostfreak sneered.

"Unlike you ya poltergeist, we **like** our master and don't want him killed." Four-Arms replied dryly.

"Actually…there could be a way we could leave the omnitrix…" Grey Matter said rubbing his chin, "but it would require us find…_them_"

"Wait wait wait….dude you're not talking about **those** two!" Heatblast exclaimed staring at the galven and then quickly crossed his arms and shook his head furiously, "bzzzttt wrong answer! no way! That is NOT happening in this lifetime or ever!"

"What possible reason could you have against this? Its very possible its in their power." Grey Matter stated.

"I'll give you three reasons why this is wouldn't work, " Heatblast replied holding up three fingers, "1. They're as annoying as ditto is hyped up on sugar, 2. you can't ever get two words in when you actually find them and 3. They won't listen to **anyone** but master…more or less"

"For once the over-grown fire pit has a point…" Swampfire said snickering as Heatblast glared at him.

"Hey! Who are you calling an over grown fire pit you wildvine wannabe!" Heatblast shot back.

"Do **not **bring me into your ridiculous petty arguments…your both hot heads and that's final." Wildvine said dryly. "But insults aside what other plan can we do concerning the master?"

"Besides not talking to _them_? " Diamondhead asked, "I'm not sure…"

"Maybe we can appeal to the AI of the omnitrix?" a black and white blob asked forming in front of Four-arms and Grey Matter.

"Huh? What do you mean by that Upgrade?" Swampfire asked, but the Galven on Four-arms's shoulders realized what the mechomorph was talking about.

"I get it, due to the recent changes to the device, the Omnitrix has become more sentient, meaning it can think for itself in one way or another." Grey Matter stated slapping his head as if it was an obvious solution, "because of that it should have some sort of form here where we can appeal to it and actually talk to it and see if it'll allow us to leave the omnitrix."

"But the whole point of the omnitrix was for it to be a housing device for our DNA, wouldn't us trying to get out of it be against its prime command?" XLR8 asked frowning.

"I believe that as long as we can make a satisfactory contention that it is propitious for our master, " Brainstorm said clicking its claws, "we may be able to come to an accord with the AI to alleviate our master's pain."

He was met with several blank looks that were only broken by a gaping Ditto who looked dizzy trying to understand what Brainstorm had just said.

"Okay…repeat what you just said but in a language we can ALL understand please?" the duplicating alien asked looking dizzy.

"What the crab basically said, is that we need to give the AI of the omnitrix a good reason in why we want to leave the Omnitrix in order to comfort our master." Grey Matter translated.

"Oooohhhhh…." Was everyone else's response.

"Why didn't you just say in the first place?" Ditto asked looking at the orange crustacean.

"I did…." He replied rather irritable and folded his claws in front of him as he glared at Ditto.

"Okay so we should split up and try to find that AI so that we can-" Grey Matter said but then they stopped when they heard some noises coming from the screen and saw that there was someone on the computer on Ben's desk.

"Hey its that child version of four-arms!" Ditto said.

"I believe his name was Manny." Swampfire correct.

"Of course you would remember since you fought him." Diito retorted and moved away as Swampfire sent him a look.

* * *

"Yo Ben! You there? Heeeeeyyyy I know you haven't had any missions so where are you?" Manny called from the screen as Ben sat up on his bed and walked over to his desk.

"Manny? You know you could've just used my plumber's badge." Ben replied sitting down in his chair.

"Yeah but I thought this would be more fun." Manny replied grinning from the other side of the screen as Ben raised an eyebrow.

"How exactly did you hack into my computer anyway?" Ben asked.

"It was easy, piece of cake since I've been doing this for a while." Manny replied arrogantly.

"…..Helen did it for you didn't she?" Ben replied amused as Manny choked and sputtered, suddenly looking nervous.

"Uhhhh…."

"Alright so why did you call me?" Ben asked.

"Just wanted to know if you were interested in taking a mission with me and Helen?" he asked, "Pierce got called away to some mission with the Wrench so Helen, Alan and I got stuck with duty here."

"Alright sure…what's the mission anyway?" Ben agreed.

"Dr. Animo, he was seen taking some dangerous chemicals and we were told to spy on him to see what exactly he's plotting and to stop him." Manny recited.

"Animo huh…haven't heard from him in a while…" Ben replied, wondering what plot the doctor came up this time.

"Great let me just get Kevin and Gwen and then we can-"

"**NO!"**

Manny was taken back by volume of Ben's voice along with the fearful look on Ben's face when he mentioned Kevin and Gwen.

"L-look it should be fine with just the four of us taking care of Animo…there really isn't any need to call Kevin or Gwen…." Ben said nervously.

"Alright then, you do know them better…so anyway meet us over by the abandoned gas station at the corner of Cambridge and chateau around 4pm, we should be there around that time." Manny said before he ended the call.

Ben leaned back against his chair rubbing his head before he stood up as he looked at his clock.

"3:30…. it shouldn't take more then a few minutes to get there…" he said quietly to himself as he headed for his window.

He activated his omnitrix and set the dial to Big Chill but just before he was about to press down on the switch he looked back at his phone on his bed. He bit his lip, considering if he should actually give Gwen and Kevin a call but quickly shook his head.

"I shouldn't bother them," he said quietly before he slammed his palm on the device and in a flash of green the humanoid moth alien stood where Ben stood and quickly flew out of the window to the meeting place.

* * *

"So we just have to check this guy for why he's using these chemicals for?" Alan asked as they snuck around a building they had drove to where Dr. Animo was hiding in the desert.

"Well you can never tell what that whacko is going to do." Manny hissed, "I say we bust in there and just grab him."

"What part of 'spying' did you not get Manny?" Helen asked exasperated, "we check before we do anything now hurry up."

Manny just grumbled, as his fingers were getting itchy to shoot something as the four of them huddled near a window to see what exactly what Dr. Animo was doing.

"Hey shouldn't Cooper have come with us?" Ben asked wondering where the technopath was.

"Back at the base, someone had to stay behind in case Max and Pierce came back from their mission." Helen replied before she peeked through a window, "Hmm…it looks like he's just mixing up some formula…"

"Well duh…what else would he be doing?" Manny grumbled under his breath and winced when Helen glared at him.

"Wait…I see a formula on a chalkboard behind him…" Helen said frowning, "Ben can you go in there and try to hear what he's doing?"

"Sure… "Ben said as he was still in his Big Chill form and went intangible as he phased through the walls of the building and floated near Dr. Animo to hear what he was up to.

"Yes my new concoction is almost complete." Dr. Animo said gleefully as he held up a small test tube. "With this new formula I'll be able to bring back any ancient animal like the glorious dinosaurs without the use of the helmet like last time or even revert a modern animal to their ancestral form!"

'_Well that's enough to warrant storming this place…but this has to be his craziest plan to date…'_ Ben couldn't help but think to himself as he flew out of the building and told the others outside what Dr. Animo was doing.

Before Helen could stop Manny, the four-armed alien smirked and rammed the front door down, practically having it thrown half way inside the building. Animo turned around and glared at the intruders.

"You little brats how dare you interrupt me!" Dr. Animo shouted and pressed button that opened the back storage units of the buildings and a few of his genetic experiments came out to distract the team while he tried to gather his experiment and escape. It was pretty much a stampede of the bizarre mixture of animals against the four of them.

"Dammit how many of his 'pets' does he have!" Manny exclaimed as he shot several times at a snake that was several times larger then normal and taller then him. He dodged several times as the beasts tried to dog pile on him, before he blasted it from the front while Alan got it in the back.

"Who cares, just knock them out and stop Animo!" Helen shouted trapping a few creatures in a spinning whirlwind and sending them crashing to the floor making them dizzy allowing Manny and Alan to knock them out.

Ben nodded and flew over the chaos of the fighting and landed near animo just as he was about to escape and quickly froze his legs so he couldn't run away as he landed in front of him.

"Going some where Animo?" Ben said in the ghostly voice of Big Chill.

"Curse you Tenneyson!" Animo growled trying to free himself without dropping his mixture.

"I'll just relieve you of this, and stop you from making another mess." the blue moth said as he took the mixture out of Animo's hands and froze him up to the neck, "now how do you stop your little minions?"

"I'll never tell you stupid bug! They'll squash you before you could get them!" Animo shouted back at him smirking maliciously before laughing in Ben's face.

"We'll just see about that…" Ben replied as he flew over to the lab table and placed the mixture there.

He was about to join Manny, Helen and Alan in stopping Animo's little pets, unfortunately he never saw Alan jumping above a desert tortoise e tried shooting his fireballs at it but the flames bounced harmlessly off of the shell but sailed over his head towards the table covered in the variety of chemicals.

Helen saw the trajectory of the fireball and her eyes widen as she sped away from a creature trying to trap her.

"Ben! Move out of the way! " Helen shouted but she could only watch in horror as the fire balls sailed over heading straight for the table.

She grabbed Manny and Alan once he was in his normal form and pulled them far away form the table and practically outside of the building as the fireballs collided with the chemicals on the table causing a huge explosion the shook the entire building and the trio started coughing when smoke started to pour out of there once the building stopped shaking.

"What the heck happened!" Manny exclaimed coughing as he tried not to inhale too much smoke, "and what about Ben!"

"I'm not too sure, but the fireballs were already too close to Ben! He should be fine because he was in his alien form…right?" Helen asked nervously keeping her mask down so she wouldn't inhale any of the smoke.

"He's not invincible when he's alien…" Alan said meekly as he looked back at the building and staying close to Helen.

"Come on we better find him or we're going to be in trouble…." Manny said grimacing.

The three of them moved back towards the building once the smoke had dissipated into the air letting them see a bit more clearly. They gawked when they saw the beasts that Animo had unleashed on them unconscious.

"At least the explosion did us a favor by knocking these guys out." Manny said nudging one with his foot.

"Focus! We have to find Ben!" Helen hissed before she sped around the floor trying to find Ben.

"Ben! Ben where are you say something please!" Helen cried out looking around frantically.

Manny and Alan were doing their best to look around for the older plumber but to their horror Manny had spotted a prone form on the ground but before he could get to it and see if it was either Ben or Animo. But apparently one of the monsters missed the blast because it was hiding in its shell. The desert tortoise poked his head out of its shell and looked down at the prone form and looked like it was about to stomp who ever it was until a bright green light flashed and two figures came out.

One stopped the foot from crushing the figure and tossed the tortoise onto its back while the other one tossed something at him that knocked the creature out as the three of them tried not breathing in whatever it was that knocked out the tortoise.

"Did one of you call for back up?" Manny asked looking at Helen and Alan. They shook their heads making him suspicious at who exactly came to their rescue. When the smoke cleared the three of them moved closer to the figures slowly but stopped a few feet when they stared.

"Uh…Manny was your dad planning on visiting us?" Alan asked, as he couldn't take his eyes off one of the figures.

"That isn't my dad Alan…" Manny said surprised himself.

"Is that…a mobile plant?" Helen asked as she moved her mask up to rub her eyes.

What the three were staring at was an older, bigger and taller version of Manny along with what looked like a living plant with six legs and seeds growing out of its back. The tetramand looked at them surprised as he stared back before he rubbed his head with one of his four arms.

"Wow…we're...actually out…" he couldn't help but mumble.

"Enough of that take a look at our master!" the other alien hissed.

'_Master?'_ the three thought at the same time and moved closer as the plant alien gently picked up the prone figure on the ground with his arms.

There were expressions of shock on both of the alien's faces and the plumber's helpers as they saw who exactly was lying unconscious in the green alien's arms.

The silence between the two groups was broken by a loud exclamation from the younger four-armed alien.

"**What the hell happened to him!"**

What the five were staring at was Ben Tenneyson…the only thing was he wasn't a teenager…instead he was a ten-year old in his teen's clothing.

"Uh…Wildvine…last I checked wasn't he a bit…older?" the tetramand asked looking nervous.

"Yes by human standards he should be in I believe his teen years…but to become this…" Wildvine said unsure what to do. He blinked when he saw four guns pointed at his face.

"Okay greenie you're going to explain how Ben is suddenly a kid again!" he growled out.

"I'd watch who'd your threatening brat…you hardly have an experience compared to us." Four-arms growled back moving to stand in front of Wildvine.

"Why should I trust you! For all we know you could be some alien bounty hunter sent to get rid of Ben! Now hand him over!" Manny retorted, "not to mention how the hell you got in here in the first place!"

"You probably wouldn't believe us." Wildvine said dryly.

"Helen what should we do? We need to clean this all up before the creatures wake up and inform what happened to Ben as well!" Alan said.

"I already contacted the plumber base to take care of the creatures and Animo." Helen replied, "help should get here soon."

"Help has already arrived." An elderly voice said making everyone turn towards the entrance as several other plumbers came in to bind the beasts and put them in holding cells.

"Max!"

"I immediately got a signal from Cooper when he got your signal from your badge that you needed backup." Max explained as he walked towards the group but stopped when he saw the two aliens. Unlike Manny he knew them but he was confused on why two of them were there.

"Ben? Why are you four-arms and Wildvine at the same time?" he asked.

"Uh Max what are you talking about?" Helen asked.

"These are some of the first forms Ben took when he used the omnitrix when he was younger. But what I don't understand is how he's two _different_ aliens at the same time." Max explained.

"I believe I have figured out the reason but…I think we should get him some medical attention first." Wildvine said moving forward and showing Max the younger Ben. Max's eyes widened as he took Ben before they hardened.

"I want to know everything that happened here when we get back to the base…**everything…"**


	2. Chapter 2

**Hi I'm back with a new chapter! oh Happy Thanksgiving to those in the states 8D! I'm just really happy with the responses I've gotten for this fic. **

**Angelzodiac013: thank you for the great review! I got the idea from some other fics that had something similar but never really gotten far but I'm going to keep this fic alive! Besides this is something fun to write anyway and yes, Ghostfreak bounded and jailed is excellent *grins evilly* **

**Bree Tennyson: Glad you enjoyed the last chapter hope you like this one as much!**

**Sugar: Wow...that's really amazing I'm happy I got you already hooked on my story and I hope you like how I wrote Gwen and Kevin's reactions.**

**Mitsutii Hi No De: Hey a good cliffhanger leaves people wanting more right? (trust me I've read several good fics that's done that to me) **

**.Harte-Lore.: Lol really? I guess the ones like this one must be old...but I remember two fics that had inspired me to do something like this but I forgot the names Dx**

**Well that about it for responses, but I hope I get more people interested in this fic just like the people above xD, slight warning, there's going to be a bitter Ben...which will be explained in the end of this chapter along with some other things. So please enjoy the fic and reviews are greatly appreciated and helpful!**

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The ride back to the Plumber's helper's base on the truck was quiet and a bit awkward as Alan, Helen and Manny couldn't help but stare at the two aliens that sat on either side of Max as he held the shrunken Ben in his arms tightly and looking worried.

Manny kept glancing back as he was driving and when he stared too long Helen had to hit his arm to remind him to keep his eyes on the road. What seemed like hours with the tense silence, the truck finally stopped when they came to the base and parked. They were met with Pierce and Cooper who wanted to see how the others were.

"Guys is everything alright?" Cooper asked as he looked at the group, "Max ran out of here fast when he got the signal and…uh…did you two pick up two new aliens?"

Pierce frowned when he looked closer at them and saw the omnitrix symbol on the tetramand's right arm and the symbol on the center of the plant's chest.

"Magister…why do those aliens have Ben's omnitrix symbol?" Pierce asked warily before looking at lance and his eyes widen when he saw the child he was hold, "and what happened to Ben!"

"We'll figure this out in a minute. First lets get him to the medical bay and see if he's hurt or has any damage." Max replied as he hurried past the teens leaving them outside in silence. Cooper finally broke it by saying what was on his and Pierce's mind.

"Guys, was I seeing things because last I checked Ben was sixteen not ten…" the short blonde said.

"We're not quite sure what happened but we'll explain it when we talk to Max." Manny said as he walked inside followed by the others.

When they got to the medical bay they saw Max put Ben in a bed, pulling the blankets up before he grabbed a device from one of the cabinets and pointed it at Ben which scanned his whole body. After a few seconds and then gave back vital sign readings and body scan for anything that might explain what happened to Ben.

"What the…dammit." Max cursed as he shook the device a few times and scanned Ben again but he got the same results like last time making him shake his head.

"Did you find anything about Ben Max?" Manny asked as they came up behind the elder man.

"No…it keeps saying that Ben's perfectly normal. There isn't anything wrong with him…at least from what the scanner can tell." Max sighed as he put the scanner on the table and sat down next to the bed. "so explain to me how all this happened."

"Well we had gotten a car from the main plumbers base about Animo being active with some new experiment." Helen started, and she continued to explain all the way through the incident from what she, Manny and Alan could recall seeing before and after the explosion.

"So he was making some concoction that would revive dinosaur bones to life or bring modern animals to their ancestor forms?" Max said after Helen finished explaining.

"Wait wait wait…he already DID that! That time with the huge monuments when you took the master to one of the museums there." Fourarms stated.

The five teens turned towards the two aliens who had been silent the whole time.

"He did?" Manny asked.

"Yeah only he was wearing some ridiculous helmet for it to work." Fourarms replied, "it was one of the first things he did when he got the omnitrix, well besides destroying a few of Vilgax's robots when they looked for him."

"Okay so we sort of know what happened to Ben, but that doesn't explain these two." Pierce stated.

"What I can surmise is that due to our master being reverted back to his younger state," Wildvine stated, "the omnitrix had weaken slightly and felt that master was endanger and had allowed us to come out."

"But how is that possible from what I remember you're all just strands of DNA technically." Pierce said.

"Yes well I don't know much about that but I guess…well Max you remember Ghostfreak or Zs'Skayr?" Wildvine asked as Max grimaced.

"I rather not be reminded of him…" he replied.

"What we thought was maybe the AI of the omnitrix duplicated that ability to have our personalities along with our bodies from a single strand of DNA and gave it to us." The green plant stated.

"When you say 'us'…." Cooper said looking at Wildvine.

"We mean all the aliens in the omnitrix…well…except for the celestian…they already have a personality sort of…" Fourarms said, "though most of us don't like talking to them."

"why not?" Alan asked curiously.

"Because those two can go on forever arguing about the simplest things." Wildvine replied dryly, "but other then that we don't know what else to say."

"What about when the omnitrix times out? Would you two disappear?" Cooper asked remembering that the omnitrix had a limit of how long Ben would stay in alien form.

"Not sure, we'll just have to wait and see if it happens." Fourarms replied.

"Well you guys keep an eye on Ben I'm going to call the other plumbers and see if they can get anything out of Animo and the remnants of the explosion." Max said as he headed to the control room.

"Soo…why do you call Ben master?" Alan asked looking at the two aliens.

"Well…because he's the master of the omnitrix so being part of the device its just natural I suppose." Fourarms said.

"Uh huh…" Manny replied eyeing fourarms and comparing the larger tetramand to himself.

"Manny don't even get any ideas." Pierce said stopping Manny before he could do whatever he was thinking of.

"Oh come on I just want to see how tough this guy is!" Manny replied.

"You're going to get yourself hurt with your ego." Helen added shaking her head, "you're always rushing into things before you think about it."

"Besides I doubt you'd last very long kid…" Fourarms added smirking as Wildvine groaned,

"must you go and bait him?" the plant alien grumbled glaring at the taller tetramand that he was standing next to.

"What? Its true he relies so much on his weapons I bet he hasn't train much." Fourarms stated smugly as Manny growled at him and pounded his fists.

"I'll show you how long I can exactly last against you!" Manny snarled.

Just as the two looked like they were actually going to fight Pierce stopped them when he realized something. "You know…I'm wondering why Gwen or Kevin weren't along in the mission. They're usually right by Ben no matter what kind of mission it is."

That statement made Fourarms and Wildvine stiffen as they looked at each other uneasily making the teenagers around them wonder what they knew.

"Did something happen?" Cooper asked at the two who were silent.

"Its…not really our place to say what happened between master and his friends." Wildvine said.

"and you think that he's going to remember in the state he's in currently?" Pierce replied back pointing to the unconscious ten year old on the bed.

"Look we'll wait until he wakes up before we say anything just in case." Fourarms replied folding his arms stating that the matter was closed. But unfortunately Pierce was rather stubborn, as were some of the other plumber helpers. The spiky alien teen was about to argue some more with the two omnitrix aliens they stopped when they heard a groan from the bed and soon several pairs of eyes were focused on the bed.

Blearily toxic green eyes blinked a few times staring up at an unfamiliar ceiling for a few seconds before he sat up and rubbed his eyes before he let out a yawn.

"Grandpa?" the child groaned a bit sleepily, "where are we? What happened?"

"Ben!" all of them cried out in unison.

The shouting had suddenly made Ben more aware of his surrounds and turned towards the voices, his eyes widening when he saw all the aliens around him especially when he recognized.

"Hey Ben are you alright?" Manny asked getting closer to the dazed boy.

Just as he was about to reach out and make sure that he was still able to function Manny was suddenly met with a foot to his face as Ben used it as a spring to jump off the bed and over him.

"OW! WHAT THE FREAKING HELL!" Manny cried holding his face.

Everyone's mouth dropped as they watched what Ben had just done to Manny and was apparently trying to escape. After a few seconds of shock Fourarms managed to catch Ben while he was still in the air and was holding onto him tightly.

"Master calm down! We can explain this…sort of…" Fourarms said as the ten-year-old boy struggled.

"Let me go! Let me go or I'll kick your butts!" Ben, "I don't know who you are but you're going to regret kidnapping me!"

"K-kidnapping you! What makes you think we kidnapped you!" Alan exclaimed as Ben glared at him.

"Where do you want me to start?" Ben asked sarcastically.

"Uh…." Was Alan's intelligent reply, which made Ben roll his eyes.

"I'm in an unfamiliar place, surrounded by aliens, my dorky cousin and Grandpa are no where in sight, neither is the rust bucket, and I have no clue what's going on…you tell me this doesn't look like a kidnapping…" Ben retorted, "The warning signals went off about two minutes ago when I woke up, now, lemme go! Argh!"

"Was he always that much of a **pain **when he was a kid?" Manny asked still rubbing his face and glaring at Ben as the younger Tennyson saw the glare and replied back with a raspberry. Helen, Alan, Cooper and Pierce couldn't help but snicker at Manny's misfortune with Ben's foot.

"Pretty much." Wildvine replied, "master you must believe us when we say you are in no harm."

Ben just looked warily at the giant green plant and blinked when he saw the omnitrix signal on his chest.

"Did you just call me master and why do you have the omnitrix on your chest and I **still **don't know where grandpa or Gwen are!" Ben grumbled calming down a bit but still not trusting the others. Fourarms let out a grumble as he loosened his own grip on the master.

"Maybe a familiar face will help him ease up." Cooper said as he stepped forward into Ben's view, "hey Ben remember me?"

The brunette blinked as he squinted his eyes to get a better look at him.

"You do look familiar…" Ben said, "and sound familiar as well…"

"You took me to the Mount Rushmore base and fought against the negative 10 there? Er…friend of your grandpa that you had to pick up from summer camp? The…uh…fake tickets?" Cooper replied, laughing sheepishly about the last part.

Ben's eyes widened when he realized who was in front of him and Fourarms had to hold onto Ben tight again as the ten-year-old tried getting out of the grip once more.

"YOU! I need to knock your block off for that stunt you pulled you stupid moron!" Ben growled glaring at the short blonde boy who just continued to chuckle nervously as the others were giving him interesting looks.

"What exactly did you mean by fake tickets?" Helen asked.

"and what's with the Negative 10?" Pierce asked curiously.

"Uh I'll tell you guys some other time.." Cooper replied looking at the pissed off ten-year-old once again struggling in the tetramand's arms.

"Master calm down at least you know that you're not in any danger if he's here." Fourarms said making Ben huff as he folded his arms as he pouted cutely.

"Yeah yeah…" he grumbled as he eyed Cooper and got a better look at him. "you got….bigger from the last time I saw you."

"really? Thanks!" Cooper replied happy for the praise but it only lasted for a about a split second as Ben continued talking.

"I meant **bigger** bigger…as in you ate way too many doughnuts…" Ben replied spreading his arms to the side and making the grin disappear from Cooper's face as some of the Plumber helpers were snickering. Wildvine and Fourarms couldn't help but look amused as well.

"Okay so I'm **not **kidnapped, can someone please at least tell me where Grandpa and Gwen are and why Cooper looks older? I didn't get sent to the future again did I?" Ben asked looking around.

"Wait you got sent to the future!" Alan exclaimed, "h-how! When!"

"Uh Grandpa's birthday, future Gwen had some problems we went, solved it and came back." Ben replied quickly not wanting to spill details.

"Right okay so back to the main problem Ben what was the last thing you remember?" Pierce asked.

"I don't even know you why should I talk to you?" Ben replied folding his arms glowering at Pierce, "and what's with the other aliens around Cooper? Did you guys come from your home planets like Tetrax?"

"Who?" Helen asked.

"A resident of the planet Diamondhead came from." Wildvine supplied, "he's an ex-mercenary and a friend of Master's."

"Ah…uh no…we're children of a human and alien connection." Helen supplied.

"Huh?" was Ben's answer as he gave the girl a blank look as Alan shyly stepped up.

"What she means is that one of our parents was human and the other was an alien." He said.

"Oh…so what do you turn into?" Ben asked curiously as Alan grinned and in a quick flare a darker and smaller version of heatblast appeared in front of Ben his eyes widen.

"Cool! You turn into heatblast!" Ben said smiling widely and excited as he tried to get down from Fourarm's hold so he could get a better look at Alan.

"Of course it had to be one of master's favorite aliens to turn into…" Fourarms said sarcastically as he put Ben down as Alan turned back to normal.

"His favorites? Who were his others?" Manny asked.

"Me for one, then there's Diamondhead, XLR8," Fourarms said.

"Don't forget about Cannonbolt and wildmutt." Wildvine said.

"Che…I bet they're smirking as they hear us." Fourarms muttered glaring at the omnitrix on Ben's arm, "and master always did have the most fun flying and blasting as Heatblast…"

"So can you fly as well?" Ben asked a lot more comfortable in the surroundings, but he was still wary in the back of his head.

"I'm improving you were the one who taught me how to." Alan replied smiling as he held out his hand, "my name is Alan is nice to meet you again Ben."

Ben stared at him but shook his hand as well.

"I taught you but I never met you until now, and what do you mean by again?" Ben asked confused.

"We can explain that later when your grandfather gets back from making a few calls." Alan replied, "but we're called the plumber's helpers."

"Plumber's helpers?" the toxic eyed child asked as Alan nodded.

"We're not exactly full fledged plumbers yet but since we have your Grandfather training us we're allowed to take a mission once in a while." Alan explained as he turned towards the others.

"We're trained under your grandfather, the one with the spikes is Pierce he's like the leader under Max, then that's Manny who's I guess a younger version of your Fourarms, then that's Helen, she's really good at computers and you already know Cooper." Alan said pointing to each one of them.

"Uh huh…I guess its nice to meet you…but you're really trained under grandpa?" Ben asked.

"Yep!" Manny replied grinning and Ben grumbled.

"He never trained me…" he muttered making the others blink at him.

"Well you have to remember master you were traveling a lot back then and it was a vacation but you did train a few times." Fourarms amended.

"If you weren't goofing off." Wildvine stated folding his arms while Ben whistled innocently.

Shaking his head Pierce walked up next to Alan and looked down at Ben suddenly realizing how small Ben was compared to him being a teenager. He barely came up to his waist.

'_I guess it's easy for people to under estimate him when he's so small…'_ Pierce thought to himself before he kneeled down so he could look at him at eye level.

"Ben…what was the last thing you remember before waking up here?" He asked.

The child frowned as he scratched his head trying to remember; there was a flash of recognition before Ben went silent and glared at the floor.

"Ben? Do you remember?" Pierce asked again but Ben at this point was refusing to say anything.

Pierce stood up and looked up at the two aliens who shrugged helplessly.

"Man where's Max when we need him?" Manny grumbled.

"Did someone call me?" Max asked as he walked in.

"Grandpa!"

He was surprised when he suddenly felt something collide with him and looked down to see who or what it was and couldn't help but smile softly as he picked up Ben. "How are you feeling Ben?"

"I'm fine grandpa but I'm really confused where I am." Ben replied his voice muffled as his face was turned into Max's red Hawaiian shirt.

"Did you get any information about Animo or what he was doing?" Helen asked as Max walked back into the infirmary carrying Ben.

"No, they're questioning Animo right now and trying to figure out what he used from whatever is left over from the explosion." Max replied as he sighed and shook his head before he turned his attention to Ben.

"Okay so what would you like to know first Ben?" Max asked.

"Well where am I and why did Alan say that I have met him before when I don't remember?" Ben asked.

"To explain that well…." Max said before he reached into his pocket and opened it to pull out a photo and handing it to him. "Take a look at that."

Ben took the photo from Max's hand and stared at it. In it was an older brunette with the same eyes as him in a soccer uniform holding up a trophy grinning, not sure what to say Ben just gazed back at Max.

"That's…you…or that's what you're suppose to look like." Max explained as Ben's mouth dropped.

"What!"

"You're suppose to be sixteen almost seventeen you were in an accident during a mission with Alan and the others here that turned you ten…" Max stated.

"But…but how is that POSSIBLE! Was there some fountain of youth water in the concoction?" Ben asked.

"I doubt it since we know you evaporated it." Max replied, "but I guess the mixture of chemicals have de-aged you."

"great…that's great…" Ben grumbled, "where's Gwen then?"

"I'm…not sure I looked for her in the building, Kevin as well but I saw no sign of them." Max replied.

He suddenly heard Ben gasp and looked down to see Ben pale at the mention of Kevin and seemed to grip Max's shirt tighter.

"Kevin Levin! What's he doing near Gwen! And out of the null void for that reason!" Ben exclaimed looking around wildly.

"I thought Ben and Kevin were friends?" Manny asked blinked when Ben turned and glared at him.

"Every time we meet he tries to **pulverize **me! Does that sound like a friend to you!" the younger boy nearly shouted back.

"Okay okay sore subject I get it." Manny said raising his arms up defensively.

Ben muttered something under his breath but Manny could've sworn he saw a depressed look flit across Ben's face and sigh despondingly.

"It would be best not to mention the osmosion around master, at that age they weren't at the best of terms." Wildvine said.

"That's the understatement of the century." Ben muttered as he folded his arms, "so if I'm suppose to be sixteen does that mean Gwen is too? Where is she?"

"We don't know your aliens seem to have an idea about them though." Manny replied pointing to Fourarms and Wildvine.

"We'd rather discus this later once everything else had been cleared up and what master remembers." Wildvine said knowing that they weren't going to react too well with what Gwen and Kevin had said to Ben before the mission.

"Alright so what else do you want to know?" Max asked.

"Yeah are those two going to try and take over my body like ghostfreak since they're out of the omnitrix?" Ben asked.

"No we're not. Besides that stupid ghosts all of us like you Ben Tennyson." Wildvine said, "We'd rather protect you then hurt you."

"You mean that right? And is ghostfreak really back in the omnitrix?" Ben asked nervously.

"Yes we truly mean that Master, as for ghostfreak, he is under constant surveillance, tied up and locked away." Wildvine said with satisfaction as Ben let out a relieved breath he didn't know he had been holding.

"Oh that's good…so are you the only ones that can come out of the omnitrix?"

"I don't think so we just got here first when you had your accident." Fourarms replied, "We got out as fast as we could to protect you."

"Um…thanks…" Ben said shyly as he looked at the aliens, "Uh I can't really think of any other questions right now grandpa."

"That's fine Ben, maybe you can answer some of mine then alright? And want you to answer truthfully." Max replied in a serious tone that made Ben grimace but nod obediently.

"What was the last thing you remembered before you woke up in the infirmary here?"

"…..I had just come home from school and mom was angry at me that I had gotten another low score on my test." Ben mumbled bitterly, "sent me up to my room but had yelled at me again and compared me to Gwen…dad didn't help or say anything but just gave me another disappointed look."

Max frowned when he heard that but didn't say anything.

"I had called your house earlier, no one answered do you know where your parents went?" Max asked.

This was true as he wanted to make sure Ben's parents at least knew he was with him but the answering machine had picked up each time he had tried calling. Ben just shrugged as he kept his gaze down and kicked his feet as he played with his shirt.

"Probably went on another 'business' trip again if they're not home it wouldn't surprise me." Ben replied making Max's eyes widen not believing his son could be that irresponsible.

"Ben are you sure? I mean didn't they leave a note or anything?" Max asked suddenly worried about how Ben was taken care of in his own home if he was for that matter when he had dropped him off.

"They usually leave a note about the business trip and leave me some money for food and whatever other necessities..." The child replied as if this was normal but Ben still wasn't looking up at Max.

The plumber's helpers couldn't believe that this was how Ben was treated in his own home, they always figured his parents were proud of what their son have done over the years of his alien fighting.

"Is it just me or do you find something wrong and irritating with the way Ben is treated and being compared to Gwen?" Manny asked frowning.

"Yeah of course, I mean no one likes being compared to someone else especially their cousin by their own parents." Helen replied shaking her head and looked sympathetically at Ben.

"That just…sucks man." Was all Cooper could say folding his arms as he frowned.

"You're telling me." Pierce muttered running a hand through his hair.

"You know this could explain why he seemed happy to go on the vacation and was the way he was during the trip…" Fourams said quietly to Wildvine.

"that would make sense I mean he likes the attention, the attention he hasn't gotten from his family other then Max." the plant replied.

"Ben…what do you usually do when your parents go on these…business trips. Do they do it a lot?" Max asked in a calm collected voice but inside he was angry.

"I don't know I loose track how many times they go on the trips I've just gotten use to it. Are you going to send me back home Grandpa?" Ben asked finally looking up at Max.

"No you're not, " Max said firmly, "you're going to stay here with me and the others okay Ben? You're not going to be left by yourself."

"Really! Thanks grandpa! Do you think I can go on missions with you as well?" Ben asked excited as Max laughed and patted his head.

"We'll see Ben." Max replied fondly before he looked at the plumber's helpers, "Alan would you mind sharing your room with Ben if you don't mind?"

"Of course not Sir!" Alan said as he walked up to Ben as Max put him down, "come on I can show you everything in the base as well."

"Cool! The only plumber's base I've been in was the one in Mount Rushmore." Ben replied grinning as Alan grinned back to him as they walked out of the infirmary leaving the older teens to talk privately with Max and the aliens.

"Now that Ben's out of ear shot, can you explain to me why my niece and Kevin weren't with Ben with this mission?" Max asked seriously.

"It's not going to be pretty Max…" Wildvine said, "Your niece and Kevin weren't really…"

"They were being pains…**big **pains…and that's putting it nicely." Fourarms stated bluntly, as he folded all his arms and frowned.

"He did seem rather uneasy when I mentioned I was going to call Gwen and Kevin." Manny stated.

"I need to know what they did or said…word for word." Max replied.

"Really? Word for word?" Wildvine asked and swallowed when Max glared at him.

"Weell…do you want the whole thing or just the last part?" Wildvine asked.

"Just…tell me and please stop stalling." Max asked folding his arms.

"Alright but don't say we didn't warn you when we said it isn't going to be pretty." Wildvine said sighing.

It was a rough explanation and several times the teens faces wore shock as their mouths dropped fast and hard to the floor, well most of them had Pierce meanwhile was looking pretty angry at the two teammates of Ben, but he didn't voice his opinion just was clenching and unclenching his fist trying to calm down.

"and that's everything word for word?" Max asked in a cold voice.

"Yes…we saw everything that had transpired…its why master hadn't contacted either of them in three days and was nervous when Manny was about to call them." Fourarms said.

"I see…if you all will excuse me for a moment. " Max said in a controlled voice as he walked briskly out of the infirmary.

"You know, you think you know someone but really don't…" Cooper said sighing, "I mean I never would've thought Kevin and **Gwen** of all people would say those kinds of things to Ben."

"I know! I mean they're such good friends!" Helen added.

"Some friends didn't seem like that when they kept blowing Ben off like that." Manny sneered pounding his fists, "next time I see Levin I am going to **enjoy** hitting him."

"When has violence solved anything Manny? Even if they may deserve it, its not going to change the fact of what had happened." Pierce said.

"So what do we do?" Helen asked, "he's obviously not going to go back home, but I'm not so sure about Gwen and Kevin."

"We take care of him that's what." Pierce said folding his arms just glaring at the thought of Gwen and Kevin…especially Kevin, "if Gwen and Kevin want to have a _**normal**_ life that doesn't involve Ben then we'll be there for him alright?"

"I…have missed hanging out with Ben…" Cooper said after a while, "things are always interesting with him around."

"and it would be interesting to have a younger Ben around." Helen said smiling, "he is rather adorable."

"Yeah…adorable my foot…" Manny grumbled still not liking the fact that he was used as a springboard as Helen rolled her eyes and patted his back.

"I'm sure he'll warm up to you eventually." Fourarms said.

"Yes our master is rather protective of his friends once you get to know him, I mean look how he took to your friend Alan, there was an immediate connection." Wildvine said.

Suddenly the omnitrix on both their bodies started flashing.

"huh, guess our time is up we'll see you later then. Please take care of our master." Wildvine said.

"Yeah because we **are** still watching what happens to him." Fourarms added smirking with an undertone of a threat.

"Don't worry we'll be sure to take good care of him." Pierce promised.

"Good." Fourams said and in a flash they disappeared, back to the omnitrix.

"Well that's kind of creepy always being watched by the aliens in the omnitrix." Manny said after a moment.

"At least they'll keep a good eye on him." Cooper replied trying to smile but he couldn't as his mind kept going back to what the aliens has told them about what Gwen and Kevin said. "Its just so hard to imagine I mean Gwen is usually so **nice** and Kevin…well he can be a bit of a jerk but not like that…"

"I don't know what their problem is but it's their lost." Pierce said as he turned around to walk out of the infirmary.

"Where are you going Pierce?" Helen asked quickly following him.

"Going to check up on Ben and Alan, make sure they're not near the weapons or anything dangerous." Pierce replied.

"Ya know that's a good idea, Ben tends to be curious and try things out…usually doesn't end well" Cooper said laughing weakly and hurried after Pierce.

They walked down the hallway until they heard laughter coming from one of the training areas and walked towards it. When the sliding doors opened they were met with the sight of Alan and Ben playing dodgeball with some rubberballs that were usually used for speed training.

"hahah you missed Alan take this!" Ben said grinning as he tossed the ball as hard as he could and the pyronite child ducked but got hit when the ball ricochet off the wall and got him from behind as he straighten up.

"I'll get you this time Ben!" Alan shouted as he grabbed another ball and tossed it in his hand before he threw it at Ben.

"Well at least they're having a good time." Pierce couldn't help but comment watching the two have fun just acting like kids and not having to worry about the pressure of being a plumber's kid.

"Yeah I think its so sweet…" Helen added smiling at the two.

"Hey Cooper! You wanna play as well?" Ben asked waving to the blonde before he glanced at the others, "what you guys three?"

"Manny and I will have too much of an advantage but I'm sure Pierce would be fine on your time." Helen said grinning at Pierce.

"Okay whatever just try not to pop the balls." Ben said tossing a rubber ball at Pierce.

"I just hope you can dodge better then you can throw." Pierce replied smirking.

"Oh I'll show you who can't throw!" Ben retorted as he grabbed his own rubber ball and smirked at Cooper and Alan on the other side, "you two are going down! And no alien powers Cooper at least this'll be some good exercise for you."

"H-hey! I'm just big boned Ben!" Cooper growled as he tried tossing his ball at Ben but it just bounced harmlessly to him.

"Well at least we can use this time to work on your throwing Cooper." Pierce said making the blonde technopath grumble.

"Come on Manny Pierce can handle it here we better check in with Max." Helen said pulling Manny out of the room.

"Aww come on I wanted to show them how it's done!" Manny complained.

"You and I both know you're 3x stronger then them when they're in their normal form and it wouldn't be fair." Helen replied patiently.

They headed to the main control room just in time to see Max bring up a screen with Gwen and Kevin together.

"**Gwendolyn Tennyson and Kevin Ethan Levin do you two have any idea what has happened for being so neglectful**?" Max asked in a rather dark voice folding his arms glaring at the two.

Helen and Manny couldn't help but shudder at how cold Max sounded right then and there suddenly glad they weren't in their shoes.

Kevin and Gwen looked at each other uneasily.

"If its about Ben we were looking for him since he hasn't called us and-" Gwen started but Max cut her off.

"and I wonder why, especially with how the _last_time you called him you pretty much told your own cousin and friend off." Max hissed out making the two flinch.

"Grandpa how did you know about that?" Gwen couldn't help but ask in a small voice, coming to the realization how much trouble she.

"Do you know where Ben is?" Kevin asked.

"Oh so **now **you care where he was?" Manny couldn't help but sneer as he walked into the control room.

"You two…I thought you were with the others?" Max asked looking at the two.

"Pierce is watching them…all of them." Manny replied as Helen quietly came up next to Manny. She didn't say anything but was glaring at the screen.

"What is that suppose to mean!" Kevin growled angrily back to Manny.

"You know exactly what it means unless you're too busy to think about it!" Manny shot back.

"**ENOUGH**" Max said quickly silencing the two hotheads, even though there was still lightning shooting between them.

"The bottom line, yes I know where Ben is but he is going to stay here for the time being until we can find a cure for him." Max replied as Gwen and Kevin's eyes widened when they heard the last part.

"A…a cure! What happened to Ben grandpa!" Gwen exclaimed, worried etched on her face, "is it serious?"

"yes…it was due to some experiment that Animo was conducting, an explosion happened during the fight that caused Ben to get hurt." Max said.

"Wait Ben took a mission without us! Why would he do something like that!" Kevin asked frowning.

"You tell me Kevin, I mean I'm sure telling him off and that you were too busy to simply spend time with him and then calling him immature along with a brat may have had something to do with it." Max replied rather severely and sarcastically, "why wouldn't he call?"

That quickly shut the osmosian up.

"G…grandpa what happened to Ben? Please we're sorry but we…we didn't know…" she said rather pathetically. Kevin didn't say anything but everyone could tell he was thinking what had happened to Ben.

"That's no excuse Gwendolyn! Honestly I cannot believe you of all people would say those kinds of thing to him, do you know what I just found out about his parents **care**?" Max said rather exasperated.

"What happened?" Gwen asked weakly.

"They leave him to fend for himself on days on end with only some money for food and necessities! It's an honest surprise with how he's been handling school, alien and being by himself!" Max replied.

"Wait so his parents ditch him!" Kevin asked surprised.

"Yes but this is the first I've heard of it myself." Max replied folding his arms.

"So what happened to Ben? "Kevin asked quickly trying to go back to what happened to the omnitrix wielder.

"You want to see him? Come over to the base and you'll see exactly what happened to him but that doesn't mean I'm done talking to you about your complete irresponsibility." Max declared frowning at the two.

"Yes grandpa…" Gwen said sadly.

"We'll see you in a bit then…sir…" Kevin replied and the connection ended.

"You're not going to let them take him back with them are you?" Helen asked worriedly.

"They're not going to be taking Ben anywhere." Max replied, "just now its going to be a bit harder to do missions with out Ben there."

"But he can still go on missions, I mean its not like he's completely vulnerable. " Helen said as they walked out of the command room to wait for Gwen and Kevin.

"That's true but I'm sure we'll figure something out." Max said.

"are you sure I can't punch Levin's face in? I'll only use one hand." Manny said.

"No many there will be no physical harm to them and next time you ask you're going to be training double time." Max said giving Manny a look.

"Dammit…" the teen tetramand grumbled.

It didn't take long before a familiar green camero with a black stripes on it appear at the entrance of the base and Gwen with Kevin exited the vehicle.

"Where's Ben? Is he okay?" Gwen asked quickly running up to Max.

"He's fine but…you'll see." Was all Max gave them as he walked into the base with the two following the elder plumber.

Gwen and Kevin looked at Helen and Manny but the two didn't say anything. They soon came to the training room where the game of dodgeball was being played as Max opened the door. Kevin and Gwen blinked when they saw the child game going on.

"So what? You brought us here to play in some dodgeball? "Kevin asked sarcastically.

"Take a good look at the players Kevin." Max instructed.

The osmosion narrowed his eyes and took a better look at the players.

"Well…there's that flaming kid we met, Cooper, the human porcupine and…" Kevin said a bit bored until he saw the last one player.

"Holy hell Benji!"

"huh! OW! No fair Alan I wasn't paying attention!" Ben cried out as he had turned to who had called him and ended up getting hit in the side of his face.

"You snooze you lose Ben!" Alan replied grinning and was going to continue until he saw Ben drop the ball he was holding to stare at the newcomers at the door. "Ben?"

"D…did that tall guy just call me Benji?" he asked.

Pierce looked down at Ben before looking back up at Kevin Levin with suspicion in his eyes.

"Yes why?" he replied.

"Because only one person calls me 'Benji'….and it was never in a good way…" Ben replied quietly and shaking a bit, "but he's suppose to be in the null void!"

"I escaped…just like Vilgax did, _**Benji**_…" Kevin replied condescendingly as Ben's eyes widened, "What I'd like to know is how you're ten again…"

"Y…you…" Ben said pointing to the tall dark teen in the doorway, "Kevin Eleven?"

"I'm not eleven anymore and its Levin…" Kevin replied smirking.

Right then and there Ben was frozen where he was, as he couldn't keep his eyes off of Kevin, as his emotions were array. On one hand he was feeling happy and relieved that Kevin was still alive but he there was also the hint of fear that Kevin would want revenge on him for **putting **him in the null void in the first place, even if in the back of his head there was that tiny voice reminding him he still wanted to be his friend…

Shaking those thoughts from his head he glared at Kevin.

"What do you want with me now Kevin?" Ben hissed out his hand hovering near the omnitrix.

"Ben…its me…Gwen and Kevin…Kevin's your friend…" the red haired girl said moving forward as Kevin followed her.

"Wha-what?" Ben said looking at the red haired girl then back at Kevin.

"Its true…you two have made up he helped us on several occasions…" Gwen said soothingly as she neared Ben and reached out to Ben but was surprised when Ben slapped her hand away and glared angrily at her.

"No way…there's no way that Kevin would just change at a drop of a hat! He's tricking you probably!" Ben shouted back at her.

"Ben don't be ridiculous! He's not the same person you know him all those years ago!" Gwen tried but Ben just glowered at her before shooting Kevin a scathing look.

"You don't know what he put me through…do you know how close I was to being **killed** by him! Three times…I was nearly skewered by him **THREE **times! Do you have any idea how many nightmares he gave me and I woke up in the middle of the night terrified I'd find his smirking face looking down at me again holding my life in his hands! Ben shot back bitingly at the girl, his whole body shaking as he was recalling all this his eyes never leaving the floor as his hands were clenched tightly.

"Ben…" Gwen said never knowing what her cousin had gone through with Kevin, even after all these years. Did he really still feel pain and resentment towards the dark haired teen of their group? She never would've expected it with how easy going Ben seemed most of the time and smiling.

"This just keeps getting better and better doesn't it?" Manny said sarcastically sending dark looks at the topic of Ben's rant. Helen for once didn't elbow her friend, to involved in listening what Ben was saying about his past with Kevin.

"You weren't there when he had me pinned against the wall of the space cruiser because of stinkfly's spit with his sharpen diamondhead hand turned into a point at my neck! or the time we were on top of the bridge fighting! I only lived because that solider guy shot him with a laser cannon! And then there's the time in the null void where he joined **Vilgax** he joined the one alien that wanted me exterminated for the omnitrix…" Ben said lowly voice before he looked up and Gwen had to stifle a gasp as she stared at the pain in Ben's toxic green eyes and the unshed tears in the corner of his eyes.

"that's all in the past…really Kevin isn't like that anymore…he wouldn't do that to you anymore" Gwen she tried but winced at the glare she was getting from her shrunken cousin.

"I'll believe it when I see it but until then if you're with him then I don't want to be near you!" Ben shouted, "I am not going to be risk getting nearly killed a **fourth** time!"

"Ben now you're just being stupid." Kevin said speaking up after Ben finished talking. He had seen how much that statement the tiny tenneyson said had hurt Gwen, "she's your cousin!"

"I am not being stupid! I'm making sure I **live** past ten!" Ben retorted.

"But you've fought against other enemies! How am I the worse!" Kevin argued.

"Because you're the only one besides **Vilgax** that intentionally wanted me dead!" Ben replied, "all the others just wanted to get through with whatever stupid plan they came up with! None of them but you kept chasing after me to intentionally get rid of me! Just go away before I make you!"

"and how are you going to do that?" Kevin asked sarcastically as he saw the dial on Ben's omnitrix was red. Ben looked at the device and stared horrified that omnitrix in its recharge mode and was inaccessible.

'_N-no of all the times it had to be charging I…I don't want to see Kevin or…or Gwen I don't want to be helpless again dammit work you darn contraption!' _Ben thought to himself while turning the dial trying to get it to work.

"Ben please…believe me…I'm your cousin you can trust me…" Gwen said as she reached out as Ben was busy working with the omnitrix. All of a sudden there was a whirl of gears and another great flash blinded everyone.

When everyone opened their eyes they stared at the familiar crystallized being that was separating Ben from Gwen.

"I do believe my master asked you _**nicely**_ to leave him alone." Diamond head said turning one of his arms into a sharpened point, which was directed towards Gwen and Kevin.

"What the freakin hell…is that Ben's Diamondhead!" Kevin exclaimed gawking, "how is he out of the omnitrix with Ben right there!

Ben looked amazed as he stared at diamondhead before he let out a surprised yelp when someone behind him picked him up. He turned his head and saw that Pierce was the one who was holding him and smiling gently at him.

"You okay now?" he asked wiping a few tears from Ben's eyes, "you were crying a bit back there."

"Y-yeah and I wasn't crying!" Ben replied hotly but he couldn't help a tinge of pink appear on his face.

"I'm sure you weren't…" Pierce replied grinning back at the boy in his arms.

"Gwen, Kevin I believe we need to continue our discussion elsewhere." Max said looking at the others who hadn't moved from their spots and saw that Ben wasn't going to go anywhere near his cousin or Kevin.

"Don't worry Max I'll watch over Ben." Pierce said as he held onto the small boy tightly, which had Kevin, narrowing his eyes at the spiky alien teen.

"Alright come on now we are far from done…" Max said as he turned around and walked out the door.

Gwen gave Ben one last sad look but followed Max out the door until Kevin was left in the room, glaring darkly at Pierce who was holding Ben.

"You heard the Magister Levin…" Pierce said, "you better hurry up and continue your discussion with him. I'll take good care of Ben, better then would do…"

"I'd like to see you try you stupid little…" Kevin hissed but a warning shot from Diamondhead had him stop but he threw one last evil glare at Pierce, before his eyes moved towards Ben in the other alien's arms his eyes softened for a moment before he stormed out of the room.

The other plumber kids clamored around Ben once the three was gone.

"Don't worry Ben you won't get hurt or threatened while we're around." Alan promised looking up at Ben.

"yeah if they come near you ya just have to call one of us and we're take care of them for you." Manny said smirking.

"Ben you can trust us okay?" Helen said gently as she patted Ben's head.

"I know you're mad at me for the stunt I pulled on you a while ago but I have your back Ben." Cooper said.

Ben looked at the teens around him and felt some how…elated…happy that he really had these people caring so much about him even though this was the first time he's met them he was still happy.

"Thank you everyone…" Ben said smiling softly feeling rather content and not embarrassed that he was still being held by close by Pierce.

* * *

**Okay *claps hands* some explanations are in order. **

**One of the reasons I made Ben a bit more bitter towards Kevin in this well...many children can get traumatized by things easily (fear of swimming, heights, dogs, cats...etc...) and well getting nearly killed three times would've done it for Ben but he never said anything so I thought it would be interesting if HE had some resentment towards Kevin.**

**I thought Ben and Alan would get along great seeing that Alan is one of Ben's favorite aliens to transform into and as for the slight PiercexBen well...I love "Misery Loves Fanfic's" bevin drabbles "Shotgun" and she had one with Pierce liking Ben so yeah...I thought that was amusing and used it a bit here. The final pairing for this fanfic IS definitely going to be Bevin, but its not going to get there without going through a few bumps, hills mountains...well you get the point heh, basically its not going to be easy especially with Ben not on talking terms with Kevin or Gwen.**

**Well I hope that answered any questions you may have gotten so please Review and tell me your thoughts or suggestions!**


	3. Chapter 3

Wow...I was really surprised by how many reviews I got for the last chapter but that just made we want to try and update as soon as I could. Okay so first some reply to the reviewers:

**Bree Tennyson: **Thanks and yes this is going to end in Bevin but not for a while though...

**Mikepd: **I'm glad you could see where I was going with Ben in the last chapter

**Winner:** Er...well if you read back to the first chapter you would see what Kevin and Gwen said to Ben

**Dario Argento Syndrome: **CooperAlan? well, never really gave much thought to other pairings but maybe I can think of something

**Tonbo-Kitsune: **Thank you SO much for your idea! it really helped me with alot of things that little Ben could see!

**Kitsune Onna1: **XD yay I'm happy I could give you the volume of fic you were looking for

**Otaku Maiden: **I'm not sure about a romance with Pierce I did it for some tension but for a while there could be something, but just enough to set Kevin off in jealously *grins*

**Cheeky Brunette: **You know I nearly panicked when you had 'flaming' in your review but when I read the rest of it I was really happy with your comments and in such a nice orderly fashion hahahaha. The question about Gwen being in tears, my idea was during the time from the vacation trip to the beginning of Alien Force Ben and Gwen spent more time together, getting closer like actual siblings. So when little Ben told her he didn't want her near her that really had a devastation affect on her, at least thats what i was going for. As for this ending in Bevin, I'm really sorry but it is going to end up like that eventually. I don't like Gwevin much either I mean, no offense to people who like Gwevin but to me it just seemed a bit forced especially when the first episode of Alien Force came out Kevin sighed **_dreamingly _**at Gwen and said as I quote "I'd follow you anywhere"...so yeah...its not going to be like in your face as soon as Ben turns normal Kevin will jump him kinda thing. Its going to be slow and subtle so I hope you still like the fic despite that.

That's about it for the reviews so enjoy the new chapter!

* * *

"Ben are you okay now?" Helen asked softly looking at the child that hasn't moved from being held by Pierce. It even looked like Ben was holding tightly onto the alien's vest, which she found rather cute and amusing.

Even though she had thought there was something between Ben and Kevin, she wasn't so sure now with what Ben had just told everyone and Pierce was taking his role as taking care of Ben rather seriously.

"Yeah…uhm…sorry but can I rest I suddenly feel exhausted and a little tired." Ben said quietly looking at them.

He was still having a hard time getting over the fact that Kevin was older and that he was still around along with hanging around Gwen of all people. Not only that he had just spilled his guts about how he feared Kevin to people he had just met, it was nice to let it all out after holding it in for a long time, but it took its toll on him.

"Sure thing come on let's go get you to a bed." Pierce said, as he made sure he had a good grip on him and headed out of the training area with Diamondhead following after him.

"You guys stay here and do some training activities, we still need to run through a few procedures." Pierce said making Alan and Cooper groan.

"Really? But we were having fun playing dodgeball!" Alan grumbled folding his arms.

"You guys can play it later." Pierce replied, "Manny, you and Helen run them through a few of the training we did alright? And Manny take it easy on them."

At that statement Cooper and Alan couldn't help but swallow nervously as Manny smirked as Pierce and the crystallized alien left the room, the doors slamming behind him.

"Is it just me or do you sense an impending doom coming our way?" Cooper asked looking at the darker skinned trainee.

"Yeah I suddenly wished I had gone with Pierce." Alan replied groaning.

"I'll try but no promises…" He replied but couldn't help but seem like he was looking forward to the training.

"Is it too late to say I was working on something for Max?" Cooper asked weakly.

"I think so…" Alan groaned as he could only wait and see what was going to happen.

"Don't worry you two I'll make sure that Manny takes it easy on you, if he knows what's good for him." Helen added making the teen tetramand cough to muffle his snickering.

"Thank god Helen is here…" Cooper said.

"Yeah who knows what kind of training we'd have to go through with just Manny." Alan added laughing nervously.

"Are you saying my training isn't as good as Helen's?" Manny asked narrowing his eyes at the two younger teens.

"No, we're just saying you can get a bit…er" Alan started trying to find the right words.

"You can be a bit rough…literally." Cooper finished as Manny still sent them an annoyed glare.

"Alright enough yabbering you two put the rubberballs away and then get over here." Manny said as the two grumbled under their breaths and started to gather the rubberballs and putting them away on the rack.

"Was it just me or did you hope that we would've skipped training with what happened to Ben?" Cooper asked weakly looking at his companion.

"No I was in the same boat as you Cooper." Alan sighed rubbing his head.

"Hey stop complaining and get your little butts in gear!" Manny shouted from across the room as Helen was working something on the controls of the training area making sure they were functioning right.

The two sighed and walked over to meet with Manny on the training that was going to be done.

* * *

Pierce walked into Alan's room and saw that there was only one bed and sighed as he walked over and gently placed Ben on it.

"I guess they'll put in another bed when they get the chance, I'm sure Alan won't mind if you use his bed for now." Pierce said as he reluctantly let go of Ben so the child could lie down.

"Alright…" Ben replied quietly as he pulled up the blankets and glanced over Pierce's shoulder to see Diamondhead smiling at him from behind the spiky alien teen.

"Don't worry master, I'll be outside if you need me." Diamondhead said reassuring Ben, "I'll make sure your cousin nor Kevin comes in here."

"We'll make sure of that as well so don't worry Ben." Pierce added patting Ben on the head. He got a bit of a grumble from the younger boy but laughed at the kid's pouting face. "I have to go do some training with the others and if you're feeling better later you can join us."

"Really? You mean that?" Ben asked looking excited.

"Uh huh but you need to rest since you felt tired." Pierce said.

"Phooey…" Ben grumbled but just snuggled under the blankets and closed his eyes.

Pierce stayed a bit to wait for Ben to actually fall asleep, and after a few minutes he heard soft snores coming from the child and couldn't help but smile as he reached down and brushed a few strands of hair away from child's eyes.

"Sleep well Ben…" he said softly before he quietly left the room and nodding towards Diamondhead before he headed back to the training area, hopefully in time to save Alan and Cooper from an over-enthusiastic Manny.

* * *

Kevin and Gwen were both led to Max's office where it looked like a second command room only smaller and more private for his own use. Max sat behind a desk as Gwen along with Kevin sat in front of him and just observed the two after the incident with Ben just a little while ago.

Gwen was shifting nervously in her chair as she glanced at her Grandpa and kept wringing her hands. A habit of hers she did when she was really nervous sometimes. Kevin on the other hand, was scowling angrily as he glared at the door, as he had his arms folded tightly against his chest. His leg was bouncing agitated and restlessly against the floor as Kevin looked like he just wanted to storm out of the office and talk to Ben.

"You know you going over to Ben isn't the best idea Kevin…" Max said breaking Kevin's thoughts as he looked at the aged plumber, "especially with the state that Ben is in now."

"Arghh I know! He made that clearly obvious when Diamondhead threaten to throw a few shard shots at me! But what I don't understand is how they're out in the first place and this whole thing with Ben turning ten either!" Kevin raged and frustrated. He was use being on top of things, he didn't like surprises very much, especially surprises like this when they involved Ben.

"Well if you can calm down I can explain to you what I know how the aliens came out of the omnitrix and are protecting Ben." Max replied.

Kevin muttered darkly under his breath waited for Max's explanation.

"I'm not quite sure, but from what Fourarms and Wildvine had said when they were still out had said it's the omnitrix's own doing." Max said.

"Wildvine and Fourarms?" Gwen asked making sure she heard right and looked around the room for them, "they were out already? Where are they now?"

"and what do you mean by it's the omnitrix's own doing that they can come out in the first place?" Kevin asked frowning, "is that one of the protective functions that Azmuth put into the device?"

"Back in the omnitrix, it timed them out so they returned back to the device." Max replied answering Gwen's questions first before he addressed Kevin's, "but the aliens coming out of the device they told me it was a defensive mechanism that was only initiated due to Ben turning ten. I don't believe Azmuth planned for that."

"Okay so the little grey midget making that particular function is out, so what was it exactly that allowed the aliens to come out in the first place? "Kevin asked.

"I believe they said something about the device becoming more sentient and that's how it was able to do that. My guess is that the omnitrix is learning and growing on its own which allowed it do that due to it having an AI." Max replied making the two stare at him.

"Becoming more sentient, you mean the device is getting a mind of its own?" Kevin exclaimed incredulously while Gwen gaped.

"Should we be worried of it trying to take over Ben since its linked to him?" Gwen asked, but Max shook his head.

"I doubt Azmuth anticipated this, especially since he probably never though one of the aliens coming out and trying to take over." The elderly plumber muttered the last part under his breath before he shook his head as he let the two in front of him digest the information, "and I don't think you have anything to worry about since the aliens like Ben."

"But…Ben's not exactly helpless…" Gwen said after a few seconds and biting her lips, "he can still transform **into** the aliens…"

"True but the aliens have become more conscious of their surroundings and as you two have witnessed they have become rather _**protective **_of Ben." Max pointed out making the two grimace and feel even guiltier.

"Is that how you found out what…happened grandpa?" Gwen asked in a small voice, "because of the aliens in the omnitrix are watching Ben?"

"Yes Gwen that is exactly how I found out…word for word on **everything**." He replied somberly eyeing the two teens in front of him, "and I was going to punish you but I think Ben turning ten is enough punishment for you two to deal with, especially with what just happened."

"….what…what do we do Grandpa?" Gwen asked wringing her hands again as she stared at her lap, "I don't want to…I mean I didn't want for something like this to happen to Ben and I don't like it that he's upset with us…"

Max sighed as he leaned back against his chair and rubbed his head.

"I'm not too sure, Gwen you and Kevin will have to try and earn his trust back." Max said, looking expectantly at Kevin especially, "you're just going to have to let him cool off a bit before you try to talk to him again."

"Yeah last thing we need is to get attacked by his aliens again." Kevin muttered under his breath before he stood up abruptly, "is that all?"

"Kevin! Don't be rude!" Gwen admonished, horrified at Kevin's attitude while Max could only shake his head.

"I know you want to make it up to Ben but you have to take it easy, it'll do you no good if you just try and use your usual methods of force because that'll just send a bad message and keep Ben further away from you." Max said narrowing his eyes.

"Fine fine! If that's all I'm leaving…" Kevin grumbled as he swiftly turned away and stormed out of the room. The doors automatically opened and then slammed shut making Gwen wince.

"I better go and make sure he doesn't punch holes into the wall…" Gwen faintly as she got up and followed after Kevin, her shoes echoing around the room as the doors soon closed behind her as well.

Max sighed rubbing his temples again.

"I'm getting too old for this sometimes." He sighed looking weary, " I just hope those two make it up to Ben one way or another…"

Thinking about his grandson, he couldn't believe how things had revealed themselves in a few short moments. Ben, his precious grandson was being forced to take care of himself because his parents were always on 'business trips', hardly gave him any attention and belittled him with no encouragement. He made a note to tear his so-called son something new when he got into contact with him.

'_But onto more pressuring issues…'_ Max thought to himself as he tried to think back to that summer where he, Gwen and Ben were making a cross-country trip for the summer. He tried to recall and incidents about nightmares Ben may have been talking about and after a few minutes his eyes widened as it was coming back to him.

'_He __**did**__ have nightmares…he would wake up in a cold sweat and look around…as if he was expecting someone to be around._' Max thought to himself, _'he was pale and was breathing heavily. Not to mention he was adamantly refusing to talk about it as well but I never imagined they were about Kevin…'_

"Then again…something like those 'meetings' happening to him so young would scar anyone," he said to himself as he shook his head and picked up a phone. "Looks like I'm going to be busy making a few calls…" he added as he dialed a number and waited for the other line to pick up.

He would love to help Gwen and Kevin with their dilemma with Ben but it was something that they have to figure out for themselves. He knew that the trainees would take care of Ben but hoped they would give Kevin and Gwen the benefit of the doubt when they tried to talk to his grandson. Finally after about five minutes the line picked up.

"Hello?"

"It's been awhile since we last spoke **son**…"

"D-dad!"

"Yes its me Carl, I believe we have some very important things to discuss…mainly about my **grandson**"

* * *

Gwen was hurriedly making her way down the long hallways of the base she was in looking for Kevin and hoping that he didn't run into any of the plumber helpers or any of Ben's aliens, especially since the alien that was currently out was one of Ben's most used one and she knew how dangerous he could be in that form.

Her heels echoing in the hallways she came to a sudden halt when she brought her hands up to her mouth to muffle a gasp that almost escaped. Just a few feet in front of her she saw Kevin and Diamondhead just staring or in Kevin's case glaring.

'_Please don't do anything stupid…'_ Gwen mentally prayed as she looked at the dark haired teen standing in front of Diamondhead.

She was very much hoping Kevin wouldn't shoot his mouth off, her hand glowed with pink mana incase something happened and she could shield Kevin in the worst-case scenario. But just as she was about to take a step towards the two, Diamondhead looked up past Kevin's shoulder and gave her a subtle glare stopping her in her tracks and making her swallow nervously as she just stood back as the crystallized alien went back to looking at the osmosian.

* * *

Kevin had stormed out of Max's office, ignoring what Gwen had said about him being rude to Max. At the moment he couldn't really care whom he was rude to as he was clearly frustrated and needed to take out his anger at something or someone to get rid of it. He was half tempted to go through each room until he found Ben and try and talk some sense into him but Max's words kept coming back into his head as a reminder.

"_It'll do you no good if you just try and use your usual methods of force because that'll just send a bad message and keep Ben further away from you." _

"Goddammit! What the hell am I suppose to do!" he shouted, trying to rack his brain for some idea as he stormed through the hallways.

"Would you like some advice on your situation or do you prefer heading to the local junkyard and destroy property there?" a sarcastic voice near him and he turned swiftly about to punch the voice out when he stopped seeing it was Diamondhead standing in front of a door.

Kevin slowly put his fist down but eyed the door behind the alien before looking back at him.

"Yes the Master is behind the doors and I'm not going to let you through Kevin." Diamondhead replied folding his arms, "but I will try to help you remedy the situation."

"Why would you help me? Aren't you pissed at me for giving Benji nightmares?" the dark haired teen asked scowling back. Diamondhead shook his head.

"I'm more _upset _that you blew off the master when all he wanted was someone to spend some time with, and he had almost forgotten the nightmares. They didn't appear as much during the five years of separation from you." Diamondhead replied huffing slightly.

Kevin stood up a bit straighter when he heard that but was still frowning at the alien in front of him, wanting to be sure he heard him right.

"What? Are you serious?"

"How should I put this…" the alien muttered scratching his chin which made Kevin wince at the sound coming from the friction.

"Don't…do that…it's almost as bad as nails on a chalkboard." He said grimacing.

"Oh…right I apologize…" Diamondhead said moving his hand back to his side.

"You know you're a lot more polite then you were in the other room." Kevin said a bit suspicious.

"Only because I had to protect the master from you at the time. But listen to me Kevin eleven…" he started but Kevin groaned.

"It's LEVIN not **Eleven**" he retorted while Diamond's mouth twitched into a grin.

"But isn't your middle name Ethan, technically that is your last name if you use the first letter of your middle name combined with your last name." The petrasapian replied trying not to laugh at Kevin's expression.

"Just…tell me what you were talking about already would ya?" Kevin grounded out.

"Yes yes, anyway the master does care for you." Diamondhead replied with the grin still on his face, "he just doesn't…remember or just pushed it in the back of his mind at this time."

"Reaaaaalllyyy now?" Kevin asked sarcastically giving Diamondhead a disbelieving look. "after **everything** that he said in the room? I kinda find that hard to believe…"

"As hard as may seem yes he does. Unlike his current state of mind, he's had time to slowly overcome those nightmares." Diamondhead explained.

Kevin was silent for a bit but kept his eyes trained on the other alien in front of him. He never noticed the alien looking behind him and giving a look to someone behind him, before he looked back at the osmosian. Then after a few minutes Kevin asked the question that's been bothering him since Ben's revealing of his nightmares of him.

"So…even when I joined the team did Ben still have nightmares about me?" the dark haired teen asked quietly as he looked down at the metallic floor.

"…Yes he did…" Diamondhead replied sighing and saw Kevin scowl darker and his fists clenching tightly at his sides, "but he doesn't have them not as much or at all…and it's because of you."

"Oh yeah? How so when I'm the one that **caused** them in the first place?" the osmosian replied still not looking up.

"You being on the team actually means a lot to him, it slowly helped him get over his fear of you, when you kept supporting and protecting them it made the nightmares become less real for him." Diamondhead explained, "it made it easier for the master to see that you aren't anything like you were in the past and have grown beyond that."

"If that's the case what the hell am I suppose to do to prove to the ten year old Ben that I'd never hurt him like that?" Kevin asked looking back up at the alien exasperated, "especially when he's so clingy to the…the…_**porcupine **_of all the people! Hell I wouldn't mind if he was clinging to the female blue one but the porcupine is a different story!"

"Do what you've been doing since you joined the team, support and protect him." Diamondhead replied as if it was the most obvious thing in the world, "he may find it hard to believe but I know the master can get past that wall again." The crystallized alien said firmly. "as for clinging to the porcupine as you so eloquently put it well…I guess he just feels safe there for now."

"Why are you even helping me? You still haven't even told me what you'd get out of this." Kevin retorted, feeling his eye twitch at the thought of Ben feeling safe in Pierce's arms.

"I'm helping you because I was one of the few that want to give you and Gwen another chance and not just keep you out of our master's life, " Diamondhead shot back and poked Kevin's chest with his finger, "and what I'd get out of it is a much happier Master. Look your power were 'unstable' when you were eleven right?"

"Yeah…but I have control of it as long as I don't try to absorb energy…especially the omnitrix…" Kevin muttered trying to push back the re-surfacing memories of the time he absorbed the omnitrix the first time.

"See there you go." Diamondhead said, "that's a start right there. I know that Ben's going to be sent on missions despite the state he's in. One way or another with how he is."

"You mean sneak inside the transport and go with them right?" Kevin replied interested. It did sound like something Ben would do if he were determined enough.

"He's done it before only one time was on a rocketship…" Diamondhead said to himself but quickly shook his head at the questioningly look that Kevin was sending him. "Bottom line is don't rush into something like this, just try and take it one step at a time, I know patience isn't your forte but it's all you have right now."

"Yeah at least its something to stew on for a while…" He muttered and glanced at the door one last time before mumbling something under his breath, "I'll see you around then…oh by the way did the others…"

"No, they can only hear and see from Master's omnitrix." Diamondhead replied as Kevin let out a relieved breath, "the most I could probably do is either shift places with one if I hit the symbol."

"Well at least you'll helping me…" Kevin sighed as Diamondhead patted the osmosian's shoulder as he grinned.

"Just talk to Gwen with what I told you. She may have an easier time being his cousin but at least she'll have some ideas." Diamondhead said as he looked past Kevin's shoulders.

This time the osmosian saw and looked behind him as well and saw Gwen several feet behind him with one of her hands covered in her pink mana.

"Guess I'll see you around." Kevin said as he walked passed the alien, which gave Gwen the signal to follow after him seeing that it was safe as she made the mana surrounding her hand disappear. When she passed Diamondhead she couldn't help but look up at him nervously but Diamondhead gave her a small smile surprising her before she caught up with Kevin as they headed out of the plumber's base.

"Is everything okay?" she asked quietly as they got into Kevin's camero and Kevin started the call.

"Your cousin doesn't want you near him, he **fears** me, the plumber helper want to keep us away from said cousin and we're on your grandfather's bad side, do you think everything's okay Gwen?" Kevin asked sarcastically as he started the car and making the red haired girl groan and slap her forehead before she leveled the other boy with an exasperated look.

"I didn't mean **that** Kevin! I meant what you talked about with Ben's alien! He was going to skewer you when we were in the room with Ben and I got worried!" she exclaimed.

"Oh that, " Kevin said nonchalantly.

"Yes **THAT**…" Gwen grounded out not believing how irritating Kevin was being, "did he say how mad at you he was about how we both treated Ben?"

"Not really, he was just more pissed at us for ditching Ben for our other activities." Kevin replied as he sped up and flew threw a yellow light that was nearly turning red.

"That's it?" Gwen asked completely perplexed.

"We did talk a bit…about the situation we got ourselves in…" Kevin added before slamming on the breaks coming to a screeching halt at a red light.

The force made Gwen shoot forward before she was hauled back into the seat thanks to her seatbelt her head colliding rather painfully with the headrest.

"KEVIN ETHAN LEVIN!" she shouted glaring at the guy next to her, "are you **trying** to give me a migraine by taking your frustration out on the street!"

"What are you talking about this is how I normally drive." Kevin replied easily.

"Kevin stop avoiding the subject what did Diamondhead tell you? Please?" she asked.

"The guy said that do what your grandpa said, to take it easy when trying to talk to Ben. He said that you may have an easier time talking to him then I would being his cousin and all…" Kevin replied.

"I guess so but what about you?" Gwen asked.

"He suggested I show Ben that I have control of my powers that I won't go crazy like the first time…" Kevin said dryly as he pressed down on the gas.

"What did he say about the nightmares Ben had?" she asked glancing at Kevin. She saw the darker haired teen's hands gripping the steering wheel tightly, "you don't have to tell me its just…I couldn't remember him having any nightmares…"

"He said Benji's had them for a while…even now…" Kevin replied a bit strained, "but Diamondhead as you call him had said it had gotten…better due to the separation and me joining you two on missions for the plumbers."

"Well…that's a least a plus." She said trying to see the one good thing she's heard all day, at least she was happy before Kevin swerved the car before he looked at her angrily.

"Compared to what exactly?" Kevin snapped back as he glared at her.

"Look Kevin, this isn't as hopeless as it seems I mean Diamondhead wants to help us and that's good, not only that he gave us some advice on how to talk to Ben again." Gwen said gently trying to calm him down.

"Yeah whatever…." Kevin muttered back as the rest of the car ride was quiet from there on until he stopped in front of Gwen's house.

"Bye Kevin." She said as she sighed at the silent and moody teen as she shut the door and walked to her house. Once Kevin saw she was inside he turned the car around to head back to his own place. He parked the camero in the garage and shut the garage behind before he sighed and rested his head against the cold metal frame of the garage door.

"Take it easy he says….don't go rushing into something…your usual methods won't work…." He grumbled before he punched the garage door leaving a nice fist sized indentation.

"How long am I suppose to wait and plan this out!" he growled to himself before he moved out of the garage and inside. He stomped all the way to his room before he pretty much collapsed on his bed and stared up at the ceiling.

He raised his arm and covered his eyes, his mind going back to how Ben reacted when he had seen him. He saw it clearly in those wide green eyes, the absolute fear reflecting back at him nearly stopping him in his tracks back in the plumber's base. They were the same fear he had seen flashed across Ben's eyes the times he had encountered him back when they were younger but it usually disappeared since Ben would somehow manage to transform into one of his aliens.

The last time he had saw fear like that actually stay in the younger tennyson's eyes was when he had teamed up with Vilgax in the nullvoid and removed the omnitrix from his wrist. The cries of pain that came from Ben at the time during the extraction of the device he could still vividly remember.

"Dammit Benji…" Kevin said quietly to himself knowing this was his entire fault but he had to take and listen the advice from Max and Diamondhead unless he wanted to be constantly feared by Ben and that was the last thing he wanted. "I'll prove to you that I've change so you won't fear me or go to the porcupine…"

* * *

Meanwhile back in the plumber's base in Alan's room, the ten year old was tossing and turning, getting tangled in his sheets as he was gripping them tightly.

"G-Grandpa…." He murmured

**_Dream..._**

_Ben looked around he was in some strange ship and he was in an alien form he didn't recognize, he thought he saw his Grandpa lying unconscious against the wall. But before he could get a better look something suddenly punched him just as big as him that threw him back into the ships walls._

"_Ben!" _

_Wearily he looked around and saw Gwen yelling worried before she had to jump out of the way of the attack of whatever hit him. His eyes widened when it was a tall white creature with three fingers and no face tried to punch Gwen where she was but she shot some pink stuff at the thing making it back away._

"_Take some of this ugly!" a rough voice shouted and Ben swerved his head and saw Kevin completely covered in a dark metallic color as he pulled something off the floor of the ship and tossed it at the creature's head._

'_Kevin? Kevin's actually helping?' he thought before he got up quickly and tried to help them take down whatever the creature was._

_He threw a few punches, which seem to barely affect the being even when he swung his tail as hard as he could it but it was grabbed and he was suddenly thrown towards Kevin and they both collided into the wall as there was a flash of light and he was sprawled against Kevin in his teenage form both of them groaning._

"_Nice aim over there Ben…" Kevin grumbled rubbing his head, "couldn't ya have transformed back before you hit me?"_

"_Yeah like you were doing any better Kevin…" his voice replied back with sarcasm, "and you try being caught off guard and thrown faster then you can think." _

"_Hey a little less chatting and more helping would be great you two!" Gwen shouted as she created a pink shield that protected her from the firsts of the larger beast but it looked like it wasn't going to last long as cracks started to appear._

_The two scrambled to get up but were surprised when there were a few blasts shot off and both turned and saw that Max had gotten back up and had grabbed his blaster._

"_Grandpa you're alright!" Ben exclaimed getting off of Kevin._

"_Nevermind that Ben!" Max grunted as he dodged out of the way of getting hit from the bigger alien's hand but didn't see the other hand come up and grab him in his grasp making Max cry out._

"_Insignificant vermin! I'll get rid of all of you pathetic creatures starting with you!" the creature shouted._

"_Grandpa no!" Ben shouted as he turned to his omnitrix and tried to get an alien to appear but nothing was coming up, no matter how desperately wanted to get to his grandpa._

_Max turned and gave the teens a grimaced smile as he took out something in his coat and activated it._

"_Don't worry Ben…just take it from here…" was the last thing he said before everything was covered by a bright flash of light from the explosion that came from the device in Max's hand._

"_**GRANDPA!**__"_

**_End Dream..._**

Ben suddenly woke up breathing heavily and sweating.

"Wha…what the heck was that…?" he questioned trying to calm down, "I just saw grandpa a while ago so he's not gone, but then why did I dream that?"

"Master are you okay!" Diamondhead exclaimed as the doors slid open as he ran into the room to Ben's side, "I heard you yelling and thought something happened."

"I…it's nothing Diamondhead…I just had a strange dream I think…" Ben replied shaking his head trying to figure out what it meant.

"What was it about?" Diamondhead asked.

"Me, Gwen and…Kevin were in some spaceship I think with a huge white alien with no face." Ben recalled, "I was also in an alien form I never used but I was as tall as him. We were fighting and Gwen had this weird ability with some pink stuff."

"Did the creature have a series of horns on its head and three fingers and seemed disgusted when one of you came into contact with it?" Diamondhead asked making Ben stare at him with wide eyes.

"Yeah he did! He called us insignificant vermin and do you know who or what he was? He was an alien right? Right?" the child asked putting his hands on Diamondhead's arm.

"Yes master, I believe that you were having not a dream but perhaps a _memory_ from your teenaged self." Diamonhead said, "because that alien was called the Highbreed and that was one of your first encounters with them."

"The…highbreed? They're not around still are they?" Ben asked unsurely.

"Oh no, don't worry they're gone from Earth and aren't planning to attacking it anymore. There's actually a treaty and you're even friends with the leader." Diamondhead replied grinning

"Wait…seriously? How!" Ben exclaimed curious how he became friends with this 'highbreed'.

"Well trying to survive desert planet with just each other kinda helps." Diamondhead replied laughing.

"So…do you think I'll remember more things from my teenage self? Things like the dream?" Ben asked after a moment.

"I would assume so master, so don't be scared by what you see and you can always call one of us to talk to along with your Grandpa, Gwen and even Kevin." Diamonhead assured.

"It…was weird…seeing Kevin actually fighting **with** me instead of against me." Ben said playing with the blanket in his hand, "and you still didn't explain the pink stuff Gwen was throwing or using."

"That would be Mana, have you ever met your grandmother?" Diamondhead asked, "the woman your grandpa had children with?"

"Uh…no the only woman that I met that involved grandpa was this one psychic alien that gave me Upchuck…." Ben replied making a face, "and I remember her kissing grandpa as well bleeehh…"

Diamondhead chuckled amused.

"Well…you, your cousin and Kevin end up finding out that you both are a quarter anodite, that's the species of alien that is able to use mana." Diamondhead explained.

"So all that magic stuff that Gwen could do back during the trip she was somehow accessing her alien powers?" Ben asked, "and since I'm quarter can I do that stuff too?"

"I guess so and well…no your grandmother said something that Gwen had the 'spark'. " Diamondhead stated with quotations marks when he said spark. "does that explain everything?"

"What about after the explosion? What happened?" Ben asked, "Grandpa wasn't hurt was he?"

"No what your Grandfather used was a null void projector so when it went off I don't think he was hurt he was just sent to the null void. He's fine Master don't worry about him okay? Feeling better now?" the petrasapian asked.

"Yeah…but I don't think I can go back to sleep." Ben replied as he threw the blankets off and sat at the edge of the bed kicking his feet with a familiar expression on his face.

"You…want to go out don't you?" Diamondhead said, recognizing the look when Ben would want to do something that he may get in trouble for later. Ben looked over at him and grinned weakly.

"Guess you guys know me well don't you?" He replied laughing sheepishly as he scratched the back of his head.

"With all the trouble you get into you don't think we pick up on what you're thinking?" Diamondhead told the younger boy as he stood up. "and we also know that there's really no point in stopping you when you get it either the question is where do you want to go exactly."

"I…want to go home and get a few stuff since I'm going to be staying here. You know clothes, toys and whatever I can fit in a bag." Ben said quietly looking down.

"Well…that's not too bad." Diamondhead said, "but are you sure you couldn't just wait for your grandpa or the plumber helpers?"

"I'd…feel more comfortable if I did it myself is there an alien I could use that'll help me slip out easily?" he asked.

"I can think of one alien that's perfect, but first you have to write a note for them to find the last thing we want is for Max and the plumbers to tear through Bellwood looking for you thinking you got kidnapped." Diamond head said pointing to Alan's desk.

"Deal!" Ben responded happily as he quickly ran over to the desk, nearly slipping on the floor since he was in his socks and would've hit his head if Diamondhead hadn't caught him.

"Take your time Master." The diamond alien said as Ben nodded and grabbed a piece of paper and started writing a quick note to Alan and the other plumber helpers along with his grandpa.

"Is this okay?" Ben asked wanting to make sure he didn't leave out anything. Diamondhead read the note and nodded.

"Good job Master, now I'm going to switch places with another alien so you might want to stand back." Diamondhead said.

Ben took a few steps away from Diamondhead as he took a breath and called out the name just as he hit his omnitrix symbol in the middle of his chest.

"Big Chill!"

In a flash of green Ben was soon staring at a tall blue alien wearing a cloak.

"Uh….so…I've never used you before are you some sort of grim reaper like alien?" he couldn't help but asked warily.

A low chuckle escaped the alien's mouth and Ben could've swore he saw his breath like on a cold morning in winter.

"No Master you see I'm an alien that utilizes ice as a power, the 'cloak' you see are really my wings when I'm not using them." Big Chill explained.

"I could've figured that out with the ice power with 'chill' in your name." Ben said still eyeing him, "but still I don't think you used you before."

"Not when you were ten, but you've used me plenty of times as a teenager do not worry Master I care about you like your other aliens." Big Chill assured.

"Alright so why did Diamondhead choose you of all my aliens to get to my house?" the toxic eyed child asked.

"Because I also have the ability to go intangible and invisible."

"Intanga-what?"

"In tangible, it means to go through things like a ghost, similar to the one alien that's a nuisance to everyone in the omnitrix the one you call 'Ghostfreak'." Big Chill stated amused as he folded his arms, "he's bound, tied and locked away in a cage so he won't be coming out anytime soon."

That brought a smile to Ben's face when he heard what was happening to Ghostfreak in the omnitrix.

"Is he just as ugly as before? Or is he in his form before he tore off his protective layer?" Ben asked, "and does his have a gag or muzzle for that loud mouth of his?"

"Hmm…I believe that he's in that rather hideous form of his but that muzzle idea is a good one to use and your wolf alien would find it funny as well…" Big Chill said, "so you ready to go to your home master?"

"Yes," Ben replied and Big Chill kneeled down to pick up Ben in his arms before he turned intangible as he spread his wings shooting through the roof until they were over the plumber's base.

"Wow that is so COOL!" Ben exclaimed excited as he looked at the blue moth alien, "but wait do you even know where I live?"

"Don't worry master we do, now just hold on tightly." Big Chill said amused before flew off in a direction.

Ben was enjoying flying with a new alien especially one that could use ice and turn invisible. The time flew by fast since Ben was busy taking in the view of the city below, actually having the time to observe rather then be in a rush to get to a destination. Big Chill turned intangible once more, flying through the walls and landing in the middle of Ben's room.

He placed the child down and he took a good look at this room and seemed rather surprise of it.

"Is there something wrong Master?" Big Chill asked.

"I'm just surprised with how…clean it is…" Ben replied as he walked around the room, "usually my room is a bit of a mess…"

"Well I guess you can thank your older self for becoming a bit more cleanlier then you." Big Chill replied wrapping its wings around itself once more forming the cloak. "do you know where everything is though?"

"Well…hopefully its all in the same place…" Ben replied as he walked towards the closet and opened it. A small pile of stuff stumbled out making Ben grin, "well at least I'm still a bit messy…" he added amused as he rummaged through the pile and towards the back of the closet.

"Do you need some help Master?" Big Chill called.

"Its okay I got it!" Ben shouted back as he tossed out a gym bag and a backpack from the closet, "I wonder if its still here…"

Big Chill was curious what his master was looking for exactly since he already tossed two bags from the closet but got his answer when Ben pulled out a black board.

"What is that master?" the blue moth alien asked.

"A gift!" Ben replied tossing it in front of him and instead of falling flat onto the floor it hovered where it was thrown. "it was given to me by Tetrax, its one of my most prized possessions."

"I see, he must be a good friend to you." Big Chill said smiling.

"Yeah I guess you can say that he's…taught me some lessons I needed to know when it came to the omnitrix." Ben replied as he deactivated the hoverboard, putting it on the bed next to Big Chill before he went to the gym bag to make sure it was empty. He turned it upside down a few unwashed soccer uniforms and equipment fell out.

"Uh…guess I better put those in the laundry basket…" Ben murmured as he carried the clothes in his arms, and dumped it unceremoniously into the basket. He was about to go get his clothes when he realized something and groaned. "Oh crud…I just realized something about my clothes."

"You realized that your teenaged self wouldn't have clothes that would suit your ten-year-old body?" Big Chill finished for him.

"Yeah…I can probably find some pajamas and maybe some other stuff but…I really doubt he kept my clothes when he was ten…" Ben grumbled.

"Well…let's just see what you have and go from there Master." Big Chill said as he stood up and walked towards the closet.

"You don't understand what am I gunna do about well…underwear!" Ben exclaimed his face turning red at the mention of that particular garment, his face burned even darker when he heard Big Chill laughing.

"I guess you're going to have to talk to your grandfather about going clothes shopping either that or borrow clothes from Alan and Cooper." Big Chill replied as he looked through the closet and smiled when he pulled out a familiar green jacket and showed Ben, "Think we should bring this master?"

Ben turned to look at the jacket and stared at it.

"At least my teenaged self has some fashion sense…" he mumbled as he pulled out a few shirts and boxers from the dressers. "toss it here Big Chill…" He caught the green jacket and looked at it for a moment before he put it into his bag with the other clothes he managed to find. "wonder if he has some old gym clothes I could probably use…"

The search for clothes went on for a bit longer before the gym bag was zipped up.

"So what is the backpack going to be used for?" Big Chill asked as Ben crawled under the bed and tossed some things under his bed.

"Just some things I thought were important to bring." Ben said quietly as he continued to go through the stuff under the bed.

Soon Big Chill saw Ben crawling out and was holding a metal box and a…teddy bear? He saw Ben quickly shove it into his bag and didn't say anything else about it but he had a feeling a few aliens knew about the bear and made a note to ask them about it later. He watch Ben fiddle with the code that kept the metal box locked and opened it.

"At least my older self didn't change the code to this…" Ben said rather gratefully opening the box wider and taking out a few things.

Big Chill noticed something that caught his attention and couldn't help but reach out and in his hand was some sort of figurine that resembled Fourarms. He read the script on the top of the case with barely concealed laughter.

"Super Alien Hero Buddy Adventures figurine, Handy Buddy?" Big Chill said looking at Ben trying hard not to laugh. Oh the moth alien knew he was going to have fun teasing a certain four-armed crimson alien with this.

"Where did you acquire this toy Master?" the blue alien asked, "and I'm surprised you kept something like this."

"It was well…during our summer trip Gwen and I…saw an episode of it while we were waiting for Grandpa to fix the Rust Bucket…" Ben replied grimacing, "and I couldn't toss it since it was a gift from Grandpa."

"Can I see the episode I'm rather curious about this Handy Buddy compared to Fourarms." Big Chill asked a plan forming in its head for not only him but for the other aliens to watch in the omnitrix as well.

"Uh yeah actually Gwen got me the DVD of the series…as a gag gift for our birthday." Ben replied as he held up a CD and walked up to the computer on his desk and put the CD in the drive.

"Master do you think you can hold up your Omnitrix so that the others can watch as well?" Big Chill asked trying not to laugh at the reactions of three aliens.

"They can see what's going on from my omnitrix?" Ben asked amazed as he looked down at the device on his wrist, "sure I don't see why not but I'm not playing the whole thing just one episode."

"That's perfectly fine master, I'm sure the others will enjoy watching it just once." Big Chill replied innocently.

Big Chill couldn't help but grin as Ben pressed play and held the omnitrix to where it was facing the screen.

"I wonder how the others in the omnitrix are gunna think about it." Ben wondered out loud.

"I'm sure it'll be an interesting reaction master…" Big Chill said just as the episode was about to start.

**_In the Omnitrix_**

"…..do any one of you know what the master was talking about the uh…what did he call it, Super Alien Hero Buddy Adventure? " Grey Matter asked looking around.

Most of the other aliens shrugged but three particular aliens sweated nervously.

"Please don't tell me its what I think…" Heatblast asked looking at Fourarms desperately.

"If it is I know a certain moth that is going to get **swatted,**" he growled all four of his eyes twitching angrily.

Wildmutt just whimpered and covered his head with his arms.

"Shhhhhh! Guys its start!" Ditto hissed out as he was sitting next to Echo Echo.

All the aliens saw some badly drawn cartoon appear with some kids playing in a playground and some bad guys appear.

"What kind of bad guys are THOSE!" Ditto exclaimed, "a prisoner with bowling bawls, a magician and a…cat with a trashcan!"

"Well it is supposed to be a children's show." Grey Matter stated as he sat on top of Brainstorm's head.

"You'd think they would come up with something more creative." The crab alien added.

While all the aliens were paying rapt attention, Fourarms, Heatblast and Wildmutt could only groan or whimper in Wildmutt's case of what they were exactly watching.

They soon heard the announcer talking into the episode.

_::Who will protect us from nefarious schemes of the league of evil doom fiends!::_

"League of evil doom fiends?" Stinkfly asked watching.

"Well I guess it's a good name for a kids villain team." SpiderMonkey replied shrugging from his trapeze.

"Hey Fourarms this seem familiar? "Diamondhead asked nudging the tetramand smirking.

"Shut…up…." Fourarms hissed out.

Then the screen shifted and in a flash three **very** familiar figures appeared in the red and yellow blast making several aliens jaws drop and turn to gawk at said aliens before turning back to the screen.

_::Handy Buddy!::_

_::Ack! Ye won't be throwing me out of the game anytime soon Bowling Ball Bandit.::_

_::Firey Buddy!::_

_::Gumdrop Wizard's gumming on my feet! Time to get unstuck and turn up the heat!::_

_::Doggy Buddy!::_

_::Look out laddie! It's the kitty litterer!::_

_::The forces of good and fairness uniting to form, __**The Super Alien Hero Buddies!**__::_

There was complete and utter silence in the omnitrix until several aliens laughing hysterically at what they had just witnessed broke it.

"A…a **Scottish **accent! Big tough fourarms has a scottish accent! I think you're missing a kilt to go with your accent tough guy!" Ditto howled as he held onto Echo Echo as they were laughing so hard they were near tears.

"D…don't forget the bagpipes and the beret!" Echo Echo added.

"Firey Buddy! Oh and that rap! Hahaha gunna give us another?" Swampfire laughed at the other fire alien.

"Wow I didn't even know you **could** rhyme Heatblast!" XLR8 added as he snickered loudly.

Chromostone, Goop and Wildvine were smart enough not to say anything to irritate the three aliens but they couldn't help but muffle their sniggering with their hands as they turned away from the group.

"**OKAY THAT'S IT! I'M GOING SMASH YOU YA LITTLE BRAT!" **Fourarms roared as Ditto and Echo Echo quickly got up to get away from the terrorizing tetramand.

"Run away!" the two duplicating aliens shouted quickly making copies of themselves when Fourarms got too close.

"I'll show you a rhyme when I give you two a turn at getting burned!" Heatblast declared as he flew up and started chasing after XLR8 and Swampfire.

Wildmutt didn't chase after anyone since none of the other aliens had made fun of him but Benwolf was sitting next to him patting his head.

"Well…that was an interesting thing to watch…" Grey Matter said trying to ignore the cries of pain, blasts and chaos behind them.

"I concur although I wonder if Big Chill is going to be alright when Fourarms sees him." Brainstorm commented.

"The alien can turn invisible and intangible, I'm pretty sure he'll be fine." Grey Matter replied as he looked up at the screen and saw Ben turning off the computer screen and then saw something on the desk.

"Although I'm thinking he's going to get distracted from his original plan…" he couldn't help but add.

**_Back to Ben and Big Chill_**

Ben looked at the flyer lying next to his keyboard. It was an advertisement to the local pier's carnival as he recognized a few of the rides there.

"Come see the new attractions, games and rides at the pier. Everything half off tonight only…." Ben read and grinned, "hey Big Chill want to make a bit of a detour?"

"A detour master? To where exactly?" the blue alien asked. He blinked when he saw Ben hold up the flyer. "I'm not too sure master, you said you were just going to get your things and come back."

"Please Big Chill? Its just tonight is really cheap and I know I have enough to spend a good time there and you can turn invisible and make sure nothing happens!" Ben argued.

"Well I can't argue with that but can't you call your grandfather or the base to tell them?" the alien asked.

"Uh…no cellphone at least…I don't think there's one around…" Ben said looking around his room. He walked around looking through drawers and under things lying until he got to his bed where he removed his pillow and blinked when he saw a cellphone and picked it up.

"Huh I guess I do have a cell phone." He said as he flipped it opened and saw he had several messages and unanswered calls.

Curiously he opened the texts and stared at the screen as he scrolled down that all of them were either Kevin or Gwen asking where he was why he hadn't answered his phone and to apologize.

"Apologize? For what exactly?" Ben asked looking at Big Chill who shrugged.

"I'd rather not talk about it but its good to see they feel guilty of their actions." Big Chill replied.

"Should I be worried about what they did exactly?" Ben asked as he texted his grandpa where he was going to be at now.

"Matter of opinion but I wouldn't worry about it." Big Chill replied as Ben closed the phone and put it in the backpack with the metallic box and strapped it to his back. "do you have everything master?"

"Yeah I think so…" Ben replied and grabbed his hover board tossing it onto the floor and hopping on top of it.

"Wouldn't it be better if you just transformed?" Big Chill asked.

"Oh come on this was collecting dust in the closet meaning it hasn't been used in a while!" Ben stated before zooming out of the window as Big Chill grabbed the gym bag and flew after Ben.

"But what if someone spots you?"

"Its night time its too dark for anyone to see us unless I flew under a street lamp! Now come on let's get to the pier!" the ten year old said grinning before he laughed and flew away from the house. "Come on! See if you can keep up!"

Big Chill just shook his head and followed after Ben as they headed towards the pier. It took probably close to a half hour or so because Big Chill had to watch Ben as he decided to have some fun doing tricks on his hover board and making sure he didn't fall off of it. When they got to the Pier they landed in a darkened side of the entrance where no one would see Big Chill as there was still a bit of crowd going into the pier.

"I wish I had a human disguise so I'd feel a bit better watching you." Big Chill said frowning. "I know going intangible and watching from afar is a good idea but with all those people I may lose you in there…"

"That's true but you can just go through people can't you?" Ben asked looking up at the alien, "Then again….I don't think they'll allow me to go in unless I'm with an adult since I'm not a teen." The child muttered pouting cutely.

"There are rules that children need to be accompanied by a person of age." Big Chill stated, "but I don't think they will buy I'm wearing a costume."

"Maybe this thing will help." Ben said taking his backpack off and pulling out a gold mask, "I found this thing in there but wasn't sure what it was."

"You don't know what it is but you left it in the bag anyway?" Big Chill asked.

"Hey I thought you might have an idea what it could be since this could be something my teenaged self collected from fighting an alien." Ben retorted as Big Chill took the mask and examined it.

"This does look familiar…" He said as he turned it around when it suddenly hit him, "this was a mask that the highbreed used for their minions so they could blend in with the humans when they had tasks to complete."

"So…you can just put that on and you'll look human?" Ben said.

"Pretty much, I just hope I don't look too old…" Big Chill commented as he sighed and put on the mask.

Ben saw the mask work instantaneously and gawked at what his alien looked like now. "Wow…." Was the only thing the child could say.

Instead of a black and blue colored moth like alien standing in front of him, there stood a tall dark haired teen with blue streaks in his hair that was short and messy. His eyes were sharp and narrow but his eyes were a bright amber yellow color that just seems to glow in the night. Clothing wise he had on a dark blue hoodie jacket with a black skull on the back of it and was opened in the front that showed a black shirt with a white flame design on it. He was also wearing some skinny jeans with a black belt but had a two silver chains hanging from his belt and the bottom of his pants were tucked inside some black boots that he found himself wearing.

"Well…this is interesting…" Big Chill said, he still had his dark husky voice but it sounded a bit different with the mask.

"At least you blend in well…." Ben said as he walked around the now teenaged looking alien as he shouldered the gym bag he was still carrying from Ben's house, "now we just need a name."

"A name huh? I guess it would be weird to call me 'Big Chill' in front other humans er…people." Big Chill said and looked around for any idea for a name that would work.

It didn't take very long as he found several posters for someone running for mayor.

"What about Damien?" He asked.

"Yeah that should work fine." Ben replied before he wondered something, "Hey can you use your powers when you're using the mask?"

Big Chill or Damien shrugged and held out his hand and a blast left his hand and froze the bottom or a street lamp.

"I guess so, the mask just hides my form not my powers Master." He replied.

"Uh about the master thing, I know you're use to calling me that and all but like me calling you Big Chill it's going to sound weird if you call me 'master'. Just call me Ben." The toxic eyed child said.

"Alright…Ben."

"Good now come on let's have some fun!" Ben said grinning as he grabbed Damien's hand and pulled him into the pier, neither of them noticing a rather odd colored police car watching them.

"So what should we do first?" Damien asked looking around at all the people playing the games, eating and going on the rides.

"I don't know we could get something to eat, oh but then there's the roller coaster and I wanna try a game to two and see if I can win something." Ben replied the smile never leaving his face, as he looked around excited, as he couldn't decide what to do first at the pier.

"Well whatever you decide just make sure you stay close to-" Damien started but winced when a loud annoying beep made him stop and cover his ears, "where is that sound coming from!"

"I think it's from the omnitrix!" the child replied hitting it trying to get it to stop making the noise.

It was starting to get a lot of attention so Damien pulled them away from the crowds and into one of the areas where there weren't as many people.

"Darnit! Why won't this thing quit!" Ben growled shaking his arm and thumped it a few times against the stand they were standing next to.

"It must mean something but as to what I have no clue." Damien added as a few seconds later the sound stopped. "human ears are rather sensitive aren't they?"

"Yeah….and please stop using 'human' and use people instead?" Ben asked.

"Sorry Ben why don't we go on a ride?" Damien said as he looked around.

"Uh I don't think we have to pick one…" Ben said.

"Did you already make up your mind?" the alien disguised as a human asked.

"No because it looked like the choice was made **for **us!" the omnitrix wielder shouted pointing behind Damien.

He turned around and saw a bumper car go rouge and leap out of the area and started headed straight for them. Thinking quickly he grabbed Ben and dove to the side just as the car was about to hit them.

"We have to stop it quickly before it hurts someone!" Ben said as he activated his omnitrix but Damien's hand stopped him.

"You can't transform with this many people around, I'm sure we can distract it some how!" Damien replied.

"Yeah well think fast because it's coming back for round two!" Ben shouted as soon he and Damien were running away from the bumper car. They ran around vender's carts and people as the patrons were running away themselves avoiding getting in the way of the rouge bumper car.

"Any bright ideas?" Ben asked as they saw the bumper car swerve colliding into a stall before he headed back their way.

"Just one….and trust me on this okay?" Damien said.

"If this doesn't work I am so going alien on its sorry butt…" Ben said as he stood where he was as he and Damien waited for the car to get close enough.

The two waited with baited breath as the alien kneeled down and ice left his hand and onto the wood below making it not only slippery easier for the bumper car to lose its traction and spin out of control and crash into another game stall.

"That's gotta hurt…" Ben winced.

"At least that's taken care of, now where did you want to go?" Damien asked Ben. The child grinned and pointed to the roller coaster. Damien shrugged and didn't see the harm of going on such a device…

_After the ride…_

Ben was holding his stomach laughing as Damien was wavering where he was standing, looking like he was about to fall and looking a bit green.

"How in the world can you **enjoy** riding on that crazy thing! I felt I was getting tossed and turned in a vortex!" he exclaimed.

"You're exaggerating it's a really fun ride!" Ben replied laughing at the sick looking alien.

"We are never ever going on that ride again!" Damien growled.

"Awww!"

Despite the incident with the rouge bumper car and Big Chill adamantly refusing to go even **near** the roller coaster, the two had an enjoyable night. They had gone on several other rides, even though it took some convincing on Ben's part to get Damien to go near them and explained they weren't like the roller coaster. When it came to the food Ben really enjoyed eating the hot dogs and nachos while Damien watched amused as he ate some as well, the games were also fun because of Damien's enhanced strength due to him being an alien made it fun to show off.

It was getting late as many people had started leaving. Ben had dragged Damien to go on the Jet simulation ride and they would've gotten on it until it was taken over by the same thing that had chased them earlier with the bumper car. This time it was a lot more danger since the jet was shooting lasers this time and forced Damien to remove his mask, shoving it into the bag as Ben transformed Brainstorm.

"A crab! I'm a carb! What can this guy do!" Ben exclaimed before he was knocked over by the jet. "Okay now I'm miffed…"

The top of his head revealed a huge brain, which soon sent out bolts of electricity but the jet managed to dodge all of them. Big Chill was invisible but it shot off several beams of ice and managed to get the tail fin and one of the engines on the wings. Ben taking this chance then fired a large concentrated beam at it making it crash onto the pier. Big Chill landed next to Ben as the two watched it slide into another ride, which was thankfully empty, and into the ocean below.

"You'd think it would've learned the first time…" Ben said dryly as he transformed back into his normal self, "shouldn't you put on your mask?"

"There's barely anyone here but the workers so I think its safe." Big Chill replied, "I believe we should follow the others examples and leave. Your grandfather must be worried since its so late now."

"Yeah you're right." Ben sighed, "it was fun though."

"I agree except for that horrible coaster ride…" Big Chill stated making Ben grin.

They were about to fly off when there was a huge splash and the ride that had fallen along with the jet had risen up and now was towering above them.

"Oh come on! Don't you know when to give up!" Ben shouted at the machine reaching for his omnitrix but before he could he was scooped up into one of the seats and his arms tied down by the safety bar.

The machine turned away and started to walk away but had to stop as Big Chill had tried to freeze one of his arms but it swung the other seats around managing to hit Big Chill, throwing in him back several feet in the air as Ben struggled.

"Argh! Let me go you piece of junk!" he growled struggling to reach the device but the ride held him tight.

'_The others will not be forgiving if I manage to lose master…'_ the blue alien thought as he quickly flew after the machine.

He narrowed his eyes when he saw the machine carrying Ben somewhere instead of intentionally hurting him. He turned intangible and followed the machine quietly until it had gotten to a clearing and put Ben down.

"Okay you stupid thing just what is it you want?" Ben asked his hand hovering over the omnitrix waiting for any sudden attacks from the machine.

So he was surprised when the machine started to lose its color as something was melting off of it and Ben was standing in front of a smaller form of an alien of his.

"A…weird version of Upgrade?" he questioned squatting down and poking it.

"Ship! Ship!" the creature cried nudging the back of Ben's leg with its head.

"I believe it wants you to follow him master." Big Chill said reappear near Ben, and making him jump surprised.

"Don't DO that!" Ben said holding a hand to his chest, "you scared me!"

"I'm sorry master but I think we should follow him to where he wants us." Big Chill said.

"Well we might as well. I'm sure Grandpa won't mind if we're later then we already are." Ben said as he scooped up the mini galvanic mechomorph in his arms and walked down the trail until they saw a crashed ship.

"Well at least we know why he kept saying 'ship, ship' " Big Chill.

"Hey that looks like Upgrade only with no white on it and he looks trapped!" Ben exclaimed about to get closer but Big Chill stopped him.

"Ben the energy is too dangerous for you to go near in your human form, and…there's something else…" the moth like alien added narrowing his eyes at the strange beeping coming from inside the ship. He couldn't read the numbers but he soon realized what the device was.

"Ben transform quickly! You need to remove the device and toss it!" Big Chill exclaimed and saw Ben giving him a look that asked why couldn't he do it, "don't ask questions just do it!"

" Alright I hope this guy can take it…" Ben said grimacing as put the mechomorph blob down as he activated the omnitrix once more and turned the dial and pressed down transforming into an alien.

"Humongosaur!"

Now that he was transformed and ignoring wondering what this alien form could do he ran quickly to the ship, pushing through the red energy field and ripping the device off the wall. The energy wall disappeared allowing Big Chill to run in and remove the metal holding the alien down as Ben tossed the device far into the stratosphere and covering the opening of the ship with his body as the shockwave passed over them.

"Are you alright now?" Big Chill asked as Ben transformed back and stood by Big Chill's side as ship bounced over to the human looking galvanic mechomorph, "so does he belong to you? And what's your name?"

"He was apart of me, I had sent him to go look for the nearest plumber for help, as for my name it is Baz-El." The mechamorph replied in a rather snooty voice.

"So…the whole reason he chased after me, kidnapped me was because you sent him to find plumbers?" Ben asked.

If Baz-El had eyebrows one of them would've been raised.

"Well I never said for him to kidnap you, didn't you get his distress signal on your plumber's badge?" Baz-El replied.

"Distress signal?" Ben and Big Chill asked simultaneously.

"Wait you mean the beeping?" Ben asked looking at his omnitrix.

"Yes…the beeping…" Baz-El replied sarcastically with a narrowed eye and seemed to give them a look that said, 'are you stupid', "don't you know how that thing works?"

"Uh not really though I'll have to remind grandpa to explain it to me." Ben said under his breath.

"Really? Aren't you a plumber?" the mechamorph asked.

"I'm the grandson of a plumber and he's er…my alien…" Ben replied pointing to Big Chill.

"I could spend the rest of my life here, is there anyone **else** around I could speak to?" Baz-El asked looking around.

"Yeah, about a few miles down the road that-a-way." Ben replied bitingly as he was pointing away from the crash site.

"Well at least we know why ship did all those things." Big Chill said shrugging, "he was just trying to get you here to help."

"That much was **really **obvious…" Ben replied looking around at the broken ship.

"And your species wonder why we only interact with your livestock." Baz-El muttered sarcastically.

"maybe that's the reason the government thinks most aliens are only as **smart** as cows." Ben shot back mockingly as he folded his own arms.

The alien looked like he was about to retort but folded his arms.

"Touché…. " Baz-El muttered, "look if you're not going to be useful then excuse me while I repair my ship."

"Come on Master, we might as well help him he did call for you." Big Chill said trying to persuade Ben to help.

"I guess so…it would be faster if we helped him…" Ben said before he looked up at Baz-El and sighed, "is there anything we can do to help?"

"Well I'm sure I can find something for the two of you to do…" Baz-El replied.

It didn't take long for the ship to be fully repaired with the technomorph's abilities along with Ben and Big Chill helping out. Soon the ship was fully functional and floating above the two.

"Well now that we're done, off I go." Baz-El said.

"Hold on a sec! What about this blob? Doesn't he I don't know get sucked back into you or something?" Ben exclaimed pointing to ship next to him.

Baz-El was tapping his fingers on the outside of his ship, "sucked back into me, that's not how these things work but why don't you keep him, he seems to have an attachment to you." The alien replied as Ship purred and nudged his head against Ben's leg before blasting off.

"Well that was an adventure." Big Chill said laughing as Ship tackled Ben and cuddled the younger boy, "and it looks like you got a new pet."

"A new pet huh well that should be inter…" Ben started when there was a sudden flash of light from the omnitrix and Ben blinked when he was staring at Wildmutt appearing by his side.

But before he could question what the orange vulpimancer was doing he watched as Wildmutt picked up Ship between his fingers and took the blob off of Ben and put him on the ground, lowering his head to get a good whiff on the alien. Ben watched the two have a stare down, if you could call it that when neither of them had much of a face but soon Ben found himself laughing after a few minutes when Ship banged his head against Wildmutt's and soon the orange alien was chasing after ship.

"Ship! Ship! Ship!"

"Grrooowwwwl!"

"ahahahahaha! Run ship run!"

"Uh oh…looks like the tables have turned." Big Chill commented as Ship took control of the discarded ride and was now chasing after Wildmutt, much to the two's amusement. They were so involved in watching the two chase after each other they never saw a van skid to a halt behind them with Max coming out along with Pierce, Manny and Helen.

"Ben! Are you okay we saw an explosion and- why is that ride chasing after a vulpimancer?" Manny asked gawking at the scene.

"Oh uh Grandpa I guess you got my text huh?" Ben said sheepishly as he turned around.

"Yes I did Ben, now I don't mind that you went to get your clothes but no where did I say it was alright to go to the pier." Max replied, "and what is with Wildmutt and the machine?"

"Oh that…here I'll show you, Ship! Stop chasing Wildmutt and come here!" Ben shouted.

"Did he just say ship? Do you see a aircraft around here?" Helen asked looking around.

But the three plumber helpers saw the machine suddenly stop moving and something falling onto the ground and bounce towards Ben who picked him up.

"Look I got a pet! He's just like Upgrade only he can't speak but he has all the abilities of him!" Ben said grinning holding up Ship.

"Ship! Ship!" the tiny blob said nuzzling Ben's chest making him laugh as he hugged the technomorph.

"Uh…someone wanna explain what we missed?" Manny asked looking at the crater where Baz-El's ship was to Wildmutt sitting next to Ben like a dog with his master, with his tongue hanging out and everything.

"I'll explain everything, but what pretty much happened was the blob that Ben's holding was part of an alien that needed assistance and called for the nearest plumber but since Ben was the only one close enough he had to get his attention some how." Big Chill explained while Helen was giggling as she patted Ships head.

"He's adorable Ben!" Helen said.

"So…this little blob thing can take control of that thing?" Manny asked looking at Ship.

"He can take over **any** piece of technology." Ben replied, "and its not a 'thing' its name is Ship!"

"Are you sure this thing is house-trained?" Manny replied.

"You know when I say any technology I mean **any **technology, include your weapons you always have carrying around." Ben said grinning, making Manny's eyes widen.

"You keep that thing away from guns!" Manny growled backing away from Ben and Helen who laughed as Pierce stayed back but had a smirk on his lips.

"I didn't take in the fact that Ben's omnitrix could act like a plumber's badge." Max said once Big Chill finished explaining.

"Neither did Ben but it might be a good thing to explain that to him and anything else he might need to know." Big Chill said.

"I'll be sure to do that in the morning as for right now I believe its time for everyone to get back in the van so we can all SLEEP!" Max shouted making the kids wince and look over at him.

"Right…it's nearly midnight by now…" Pierce said.

"Aww man and I was hoping we could do some butt kicking!" Manny grumbled.

"You know not **all **missions will be fighting Manny." Pierce said rolling his eyes as he pushed the teen tetramand into the vehicle followed by Helen, Ben, and Wildmutt.

"Aren't you going to join them?" Max asked.

"I believe with Wildmutt it'll be fine I could use some rest myself." Big Chill replied, "oh but before I go do talk to Ben about the mask technology it was very useful when I went with him to the pier."

"You what!" Max exclaimed but Big chill just grinned before he hit the omnitrix symbol and disappeared. The elderly plumber sighed as he shook his head, "I'm starting to think Ben's aliens are getting his mischievous nature." he said to himself before he headed to the van to drive the kids back to the plumber's base.

* * *

"Sorry about there being only one bed Ben." Alan said sheepishly from his bed, "I could take the floor if you want."

"Its alright, Grandpa said they were going to give me a bed later but I'm comfy right now." Ben replied smiling.

He was leaning against Wildmutt who was curled up against one of the walls of the room and Ben was using him as a pillow with Ship spooned against his side. Luckily he had been given at least a blanket before he was settled down.

"Anyway tomorrow if you're up for it we can probably do some training together." Alan said as he laid down.

"That sounds like fun, I hope we can do missions." Ben added grinning.

"We'll see maybe you can have your alien Heatblast come out and show me some stuff." Alan suggested.

"Mmm I'll ask Grandpa if that's alright but that's a pretty good idea, anyway nite Alan." Ben said yawning as he rested against Wildmutt's side.

"Nite' Ben…." Alan replied back as both boys soon fell asleep.

_The Next Morning…_

"**BEN TENNYSON YOU CALL OFF THAT MUTT OF YOURS NOW!" **Manny shouted running down the halls of the plumber base with Wildmutt chasing after him growling.

Alan and Ben were holding onto each other laughing as Ship looked curiously from Ben's side.

"That'll teach him to throw water on us to wake us up." Ben snickered.

"Oh I am so glad to be sharing my room with you! He always does that!" Alan said laughing, "but do you think he'll be okay?"

"Please, he'll be fine Wildmutt wouldn't hurt him…much…" Ben replied.

Helen blearily peeked out of her room just in time to see Manny run past with Wildmutt after him.

"I'm not even gunna ask until I eat and had my hot chocolate…" Helen muttered closing the door behind her.

Cooper was in the kitchen eating some cereal at the table as Max was making one of his concoctions.

"Shouldn't you do something about Manny?" Cooper asked as Pierce yawned and walked in.

"I told Manny he'd get in trouble one of these days if he kept doing that to the others…" Pierce said rolling his eyes.

"Well…" Max started but wince when he heard a crash, Manny's yelling, followed by Alan and Ben's laughing, "at least it'll be interesting with Ben and his aliens around now…"

"Interesting is one way to put it…." Pierce said as Alan and Ben walked into the kitchen still sniggering the two sat down waiting for breakfast and a few minutes after they had walked in Manny was carried in by Wildmutt's mouth before he was dropped unceremoniously onto the floor.

"Don't say a **word…."** He growled out as he stood up covered in Wildmutt slobber.

"This is the beginning of plenty of payback…" Alan said grinning at Manny.

"Oh Goody…" the tetramand teen muttered as Max just laughed as he served breakfast to the kids.

**Meanwhile in the Plumber's Prison….**

"Get in there you…" an armored plumber said tossing Animo in a cell, "next time we come get you we want everything on that mixture you were making."

"I'd like to see you try you worms…whatever happened to the Tennyson brat he had it coming!" he shouted snarling as the two guards glared at him before the door was slammed shut and locked.

Dr. Animo glared at the door for a few seconds before he sat down in the bench in his cell.

"I hope that explosion really got to that stupid goody-goody shapeshifting…" he ranted under his breath.

"Are you talking about Ben Tennyson?" a voice asked from the cell next to him stopping him from his rant.

"What's it to you?" Animo growled.

"I am rather interested in what had happened, its been….too long since I last saw him." The voice replied, but it sounded like it was being muffled by something.

"If you must know I was working on another one of my amazing projects when he and those plumber brats came in and ruined it…some sort of explosion happened that the kid got caught in." Animo replied haughtily, "all I know is something happen to the brat that was serious and I hope he suffers for it."

"I see…thank you for the information."

"Who are you anyway?"

In the next cell a figure had his hands encased in some special handcuffs as there was a single light in the cell that showed a metal mask and the eyes glowing.

"Just an old _**friend…**_" he replied before he chuckled darkly.

* * *

**Okay just for fun I'm going to put up a poll on who you guys think the guy is next to Animo. So check out my profile and vote!**

Foreboding ain't it? . About the use of the episode, I really wanted to put that episode in here because well...Ship is just adorable! I just had to give him to little Ben and it could be fun having him mess around in the plumber's base as well. But I think there will be more episodes like the one I had used here...Oh and anyone has any ideas for human names for the aliens that would be great to hear.


	4. Chapter 4

**I'm soooo sorry for taking so long but I had a bit of a mental block at what to do for this chapter and had to write out little notes before I was satisfied with it. I had written more but I cut it down so sorry its not as long as the other chapter but I think its long enough. Well that and since its split it'll have a faster update so you guys should be happy with that xD. Oh and the poll is still up and interesting what some people think who the guy Animo talked to is...**

**Some reply to reviewers:**

**digiwriter1392: yes...yes he will I actually have a list of pranks he can pull in Walmart that I wanna pull somehow...**

**BloodRavenMaiden: Hmm I can try something like that but it'll probably be later since he's still on bad terms with Ben at the moment...**

**wolffox12: Hmm good point Albedo IS a galvan so he is smart-ish...he could mess with Ben's head and stuff some how**

**XxskyexblueX: XD yay thank you!**

**Angelzodica013: those are nice names for the aliens and that kind of thing with Ben being pretending he's rich with his aliens would probably give him an inflated ego hahaha, I'm glad you liked the part with Ship and I actually am planning on Upgrade helping Ben with ship but not until the next chapter xD**

**Insane Teddy Bear: thanks for the help with the names and as for the grammar and spelling that seems to happen no matter what...oi vey but thanks for the offer...**

**Lilly Carroll: I'm happy that you like my fic so much! **

**CheekyBrunette: I really enjoy getting your reviews because you give such great ones with fun ideas! I promise not to get too intense if anything its going to be slow and sweet but not until later, and I'm glad my explanation on Gwen helped you understand a bit more. I love Ben10 and it always helps going to Ben 10 wiki planet for extra details. Hmm I might make him chew them out when they come back from their trip to see Ben, and I can probably add in another sad thing in Ben's life but nothing too serious though but I have an idea of what I could do. The showdown idea between Pierce and Kevin is an EXCELLENT suggestion, its cute and funny and something that I think I'd have fun writing gotta love fun little conflicts. I'm glad you like how I put Ben with his immaturity I was afraid I either made him a bit too serious for his age or something like that. I love bringing out old tech as well I mean serious the hoverboard from Tetrax is awesome its a shame he doesn't use it anymore in the series. There's definitely going to be more dreams, its how Ben slowly deals with everything around him (like Kevin for example) and I know the carnival was rushed had to keep replaying it a few times so I'd get it right. I LOVED the episode that involved the alien buddies hahaha one of more funnier episodes in the series. **

**Whoo...well answered most of the questions so enjoy the fic and the next chapter WILL be updated sooner xD no more waiting two months for an update so thanks for being so patient with me!  
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"So what's the plan today Max?" Pierce asked as he dug into some pancakes that Max made for them.

"Well first I think we need to go to the mall so I can get Ben some normal clothes for one, after that we can do some training." Max replied.

"Uh Max, but how do you expect Manny, me and Helen to go to the mall? we well…don't exactly look normal." Pierce asked as Helen sipped her hot chocolate contently as Alan and Ben were swatting Manny's extra arms away from their waffles.

Ship and Wildmutt were once again by Ben's side curled up against their master's feet and snoozing.

"Well usually that would be a problem but then Big Chill gave me an obvious solution I should've realized a while ago." Max replied laughing sheepishly. The plumber's helpers looked up at Max, waiting for him to continue.

The elderly man just smiled and held up the disguise mask that the D. had used to hide their forms from normal people and it all hit them.

"Of COURSE!" Manny said slapping his forehead, "how could we forget about that thing!"

"I guess we were too busy training and with missions to see the solution in front of us." Alan replied as Cooper grabbed the device and looked it over.

"But there's only one, how are you going to make more?" Helen asked.

"Uh hello, technopath here?" Cooper said raising an eyebrow at Helen, "I can remake this thing and make copies for you three. Since this thing is technically technology it shouldn't take long to duplicate."

"Right and while he's doing that we can do a bit of training before we head out to the mall." Max said smiling at the others.

"I've always wanted to go shopping like a normal girl…" Helen sighed happily.

"Uh oh you better be prepared to become a pack mule Manny." Pierce snickered at Manny who choked on his bacon.

"A pack what! There is no way I'll be THAT!" the teen tetramand said glaring at Pierce.

"Ben when we go, bring anything pieces of clothing you'd like adjusted to fit your current size okay?" Max said.

"Okay grandpa, although its mostly the jacket I'd like adjusted." Ben replied as he stabbed his stack of waffles and practically shoved it into his mouth happily, as he swallowed he suddenly remembered something.

"Oh yeah grandpa when we do training would you mind if my aliens trained Pierce and the others?" he asked. Max looked intrigued at the thought.

"That doesn't sound like a bad idea…having someone of the same species train them would be a great help…but who did you have in mind to training Pierce and Cooper?" Max asked.

"Uh…hmm…not too sure…maybe Grey Matter and Upgrade since they have to do with technology, " Ben said frowning as he thought about it before he turned to his omnitrix, "hey guys can one of you come out and help me figure this out?"

"Wait the aliens in there can HEAR and SEE what's going on?" Manny asked staring at Ben as the others were staring as well at the young Tennyson.

"Yeah Big Chill said that the face of the omnitrix acts like a screen and they can see everything from there." Ben replied before there was a flash of light and Diamondhead appeared and smiled at Ben, patting his head as Ship and Wildmutt looked up wondering what the noise was.

"You called for one of us Master?" Diamondhead asked.

"Still can't believe they call you master…" Manny muttered.

"Yeah, do you have any idea who would be good to train with Pierce since I don't have any aliens like him?…well unlocked anyway…" Ben asked, muttering the last part mostly to himself.

"I believe Spidermonkey might be efficient, along with echo echo and Benmummy." Diamondhead replied.

"Who's the last one? Benmummy?" Alan asked looking at Ben who laughed sheepishly.

"It was when Ghost Freak was free he had these minions that resembled old films, Frankenstein, Werewolf and a Mummy. All of them are aliens and I got their DNA in my omnitrix when we fought the first time." Ben explained.

"Yea but Benmummy? All the others have different names." Helen pointed out.

"Er…yeah I never exactly did think up a good name for them." Ben replied shrugging, "anyway why do you think those would work Diamondhead?"

"From what we all have seen, Pierce is a natural acrobat so for training with that Spidermonkey would fit the best and he could help him dodge better with the spiderwebs, Echo Echo would work for aiming and accuracy." Diamondhead explained.

"Okay but what about this mummy guy?" Pierce asked curiously.

"Versatility, BenMummy is very very flexible, strong and fast and a perfect sparring partner for you since he's made up all of paper and so you can't really hurt him." Diamondhead pointed out.

"But will Ben be able to handle having that many aliens out?" Helen wondered out loud, "I mean doesn't the omnitrix have a limit?"

"Well it does have a time limit but Big Chill was out for a long time yesterday but it may vary with how many aliens come out." Diamondhead replied, "but we should take it one at a time, so XLR8, Fourarms, Heatblast should be out first then after a rest Spidermonkey, upgrade and Greymatter…"

"That's a good suggestion, I think we're do that…" Max said thanking Diamondhead.

"No problem and since you're going to the mall I think its time for Wildmutt to come back." Diamondhead said looking at the vulpimacer who whined and shifted closer to Ben.

"Aww does he have to?" Ben asked looking at Diamondhead while glancing to the orange alien practically trying to hide under the table.

"I believe so because I don't think normal earth pets include vulpimancers master." Diamondhead said amused as Ben pouted.

"Oh alright, I'll bring you out again later so we can play alright Wildmutt?" Ben said and the alien growled happily before licking Ben's face making the younger boy laugh. Ship getting jealous jumped into Ben's lap and nuzzled his head against Ben's chest wanting to be petted.

"Come on boy back we go." Diamondhead said laughing as he hit the omnitrix symbol on his chest and on Wildmutt's arm making them disappear in a flash of green.

"It seems your aliens are rather attached to you Ben." Pierce said as Ben petted Ship.

"Yep, Its really cool to actually talk to them, but hey Grandpa what am I going to do about Ship? It can't be a good idea to leave him here with all the alien technology around." Ben asked hugging the blob in his lap.

"Hm well I was saving this for later but I think this might be a good time to get them out." Max said as he disappeared out of the kitchen to retrieve something.

"Any idea what he's talking about Cooper?" Alan asked looking at the blonde haired boy.

"Sort of he did ask me to help him with something but he didn't go into detail he wanted it to be a surprise." Cooper replied shrugging as his eyes changed to the electric blue and looked more robotic as he got a better look at the mask.

Max came back to the kitchen carrying a small box and placed it on an empty spot on the table.

"This is a good as time as any to give you these. "Max said smiling.

He dug his hands inside and in one hand he pulled out a plumber's badge only it was smaller and was attached to something for the wrist while the other hand was holding goggles with a plumber's badge as an earpiece.

"Its going to be hard to go on missions and worry about losing your plumber's badges so I had Cooper help me make these so you won't have to worry anymore." Max explained as he handed the plumber badges for the wrist to Alan, Cooper and Helen while Pierce and Manny got goggles.

"Uh Max are you sure these aren't going to melt?" Alan asked looking at his own worried.

"Don't worry, we managed to figure out a setting where it's like when Ben turns to Heatblast and is just attached to your wrist." Max explained making the young Heatblast alien let out a relived sigh as he put on the device on his arm, as did the others.

"How come I don't get one Grandpa?" Ben asked pouting.

"Because your omnitrix already acts like a plumber device." Max said laughing but he handed him a pair of goggles that he took and put on, "but you could use those, they can analyze what kind of alien you run into and general data."

"Cool!" Ben said grinning as he patted the goggles resting on the top of his head as ship seemed happy too as he was making sounds as well.

"You're going to have to keep an eye on ship, the last thing we need is for him causing trouble." Max said sternly as Ben nodded.

"Yes grandpa!" Ben replied but he couldn't keep the grin off of his face as ship jumped into the air and merged with the goggles on Ben's head.

"I'll go get started on the masks now Max it shouldn't take too long." Cooper said as he stood up.

"Alright, take your time though we're not in any hurry and we're still eating breakfast as well." Max said and Cooper nodded before he left the kitchen to quickly work on the masks.

"So besides getting Ben clothes what else are we going to do there Max?" Manny asked.

"Well think of this as a bit of break, since when was the last time you got to enjoy time normally and not as a plumber's helper?" Max replied.

The others went quiet as they looked at each other and tried to come up with something but they were drawing a blank on when was the last time they actually got a break.

"See? This'll be good for all of you and you do have your 'allowance' so you can get something if you'd like." Max pointed out.

"Well it would be nice to look around at stuff in the mall in the day time and not having to worry about being stared out." Manny said gruffly as he folded all of his arms.

"There you go, we can go there and then meet up for lunch in the food court." Max affirmed.

"That sounds like a good plan." Manny said grinning.

"Unless you're too busy with Helen being her pack mule." Pierce replied snickering.

"I am NO one's pack mule!" Manny growled as he glared at the dark skinned teen.

"I'm back!" Cooper smirked carrying three extra golden masks and handed them to Manny, Helen and Pierce, "I made some modifications to Manny and Helen so that they could have normal arms and legs."

The trio looked at the masks for a moment before they each put the mask on and a few seconds later they were in their plumber uniforms only they looked more human.

Pierce looked the same he just didn't have his spiky protrusions on his face and arms, while Helen and Manny looked much different then their alien forms. Helen was tanned skinned, with light brown eyes and had long black hair that went down to her waist in a braid. Manny's disguise had him looking almost like Alan only he was much taller with bolder muscles and a bit of hair on his chin that was on his tetramand form.

"Wow this is weir only using two arms…" Manny said as he moved his arms.

"This is amazing! Oh thank you Cooper! Max!" Helen said running over to the two and hugging them and kissing them on the cheek.

"Hahaha I'm glad you like it Helen, now why don't you two try and find some normal clothes so we can go to the mall?" Max asked, "I'm sure you have something right?"

"Uhh…not sure but I can look." Manny said as he got up from the table and headed to his own room to look through his closet as Helen practically dashed out excited as well.

"Wow, she may be in disguise but she still has her speed in her normal form." Ben said blinking.

"Aren't you going to change Pierce?" Cooper asked as the duel haired teen shook his head.

"Nah I'm fine if I just take off my vest." Pierce replied, "so Max have there been any breakthroughs with Animo?"

"No, they're still trying to get him to tell what he used in his concoction, but they said they'll inform me as soon as something comes up." Max replied shaking his head.

"Well it could wear off." Cooper said.

"Possibly but we don't know how long that may take though." Alan pointed out.

"Yeah for all we know Ben may have to go through childhood again." Cooper said as Ben choked.

"Wait what!" Ben exclaimed as he squeezed Ship harder then he intended and the poor blob let out a squeak.

"Don't worry Ben I'm sure you'll be getting memories back of your teenage self so it'll help you." Max reassured, "now if everyone is done eating do you think we can clean up so we can get going?"

"Yes Max." the others replied as they gathered their plates and headed to the sink to clean them off.

It wasn't long before all the dishes were cleaned and soon everyone was about to pile into the van when ship came bouncing out of the base and into Ben's arms.

"Uh what are you going to with the blob?" Manny asked looking at Ship in Ben's arm, "you can't bring him into the mall it'll be too obvious!"

"Says you smarty-pants, ship transform please." Ben snickered.

Ship jumped up into the air and transformed into a backpack that the shrunken Tennyson put on over the plain white t-shirt and pants he had on that he borrowed from Alan since he was the only person in his size.

"There, problem solved, can we go now?" Ben asked.

"Smarty-pants, I'll show him smarty-pants when I…" Manny muttered under his breath as Helen rolled her eyes and kicked the human looking tetramand teen to get him to shut up.

They all piled into the rustbucket II and headed straight to the mall as Ben was sitting up front with his grandpa as he looked out the window.

"Wow did the mall get bigger grandpa?" Ben asked as they pulled into the parking lot.

"Well they did extend when a few years go by." Max said amused as he circled around a few times to find a parking spot, he finally found one after the third attempt.

They all got out of Rustbucket to talk about what they were going to do one more time.

"Alright everyone has their allowance and knows where they're going and where to meet for lunch?" Max asked.

"I'm going to go around shopping and Manny is going with me." Helen said as Manny nodded.

"coughpackmulecough…" Pierce faked coughed as Manny scowled at him while Pierce smirked back.

"I'm just going to look around for anything interesting." Pierce said.

"I'm checking out the electronics and videos games with Cooper." Alan said grinning at the blonde haired boy next to him who grinned back just as eager.

"We can play this online game with my new interactive game controller." Cooper, "I'm just missing a few pieces and this'll be great to pick them up."

"That leaves Ben and I to get his jacket adjusted and go clothes shopping." Max added, "then we'll all meet at the food court around 12 and no later."

"Yes Max!" the plumbers helpers replied before they headed towards the mall as a group but separated once they were inside.

"Are you sure its alright to leave Alan and Cooper by themselves?" Ben asked as they looked around for a place to get clothes adjusted.

"They'll be fine Ben they can take care of themselves, ah here we go…" Max said as he walked inside the store and a woman greeted them.

"Hello may I help you with something sir?" she asked.

"Yes I would like this jacket to be adjusted to my grandson please." Max said handing over the green jacket.

"I see, well lets get your measurements so we make sure it'll fit." The woman said as she walked over to the middle of the room and had Ben stand on top of a small box as she took out a measuring tape. "alright sweetie arms straight out please."

Ben did as he was told and the woman measured his arm length of both arms, his collar, torso, wrist length and length of body as well.

"How long or short did you want the sleeves?" she asked as she wrote down the measurements she took.

"Uh all the way to my wrist please." Ben replied.

"Alright then it'll be a while to make the adjustments so just come back in about an hour or so." The woman said.

"Thank you we will." Max said as Ben hopped off of the box and followed Max out the store and into a kid's clothing store.

"Grandpa please don't pick out anything embarrassing…" Ben said eyeing some of the clothing warily.

"Don't worry Ben I won't do something like that." Max laughed as he started to go through some shirts, "why don't you look at some pants? Pick out the ones you like and then we'll see what we got. Just don't wander off too far."

"Alright grandpa, come on ship let's look just stay like that okay?" Ben said as ship beeped quietly back.

"Ship, ship!"

"Shhhh! Quiet ship…" Ben hissed at his 'backpack' as he headed over to the pants section and looked through a few types in his size. He never noticed a pair of yellow eyes spying on him and making its move.

* * *

_A little while earlier on the outside of the mall…_

"Oh man what am I doing to do? What am I going to do!" a porcupine rat looking being said pacing up and down at the side of the mall nervously as he looked around paranoid, "they want their money today but what am I going to do since I don't-"

::Argit...:: A steel voice said from his pocket making the creature cry out in surprised and fumbled a bit as he took out a communicator and swallowed hard as a holographic picture of a man in silver armor appeared, the mask completely covering his face.

"H-hello uh sir…er how are you today?" the possum like being said nervously trying to be polite but the armored guy in the hologram didn't seemed amused but the creature couldn't tell since he had his mask down.

::We have given you more then enough time vermin, we are going to come collect on your debt that you owe us so you better have something worthwhile.:: the cold voice cut through making the creature winced.

"O-of course I do!"

::Well? What is it? And it better be good or you can be sure we will make use of you for EVERYTHING that you owe us rat.::

"Its…its…uh…" Argit replied looking around almost desperately for a sign or something to show him to get him out of this mess.

Suddenly his beady yellow eyes widen when he spotted a group of kids with an elderly person but what had really caught his eye was the one figure he recognized despite being a bit different.

'_Is that Tennyson? What happened to him to make him a brat? Wait that means he's more vulnerable and also…' _he thought to himself as a glint appeared in his eye and a sly smile appeared on his lips.

He turned towards the holographic communicator with more confidence as he looked at the armored being in it.

"Your…society is interested in alien tech is that correct?" Argit asked.

::Yes why? Are you proposing you have an object of great value that you can give us?:: was the reply.

"Oh yes, I believe you'll be interested in this piece of technology it's a level 20 piece of equipment." He said rather smugly.

::A level 20 you say? And you're not exaggerating about it?:: The armored person replied folding his arms.

"Oh no sir, I wouldn't lie to you about it. It just comes with some 'attachments' but I'm sure you can work around that with all the technology you hold yourself." The opossum creature replied in a sugary sweet voice.

::That better not be sarcasm vermin or you'll be losing your silver tongue…:: the knight growled making Argit sweat and quickly apologize.

"N-no its not sir! I'-I'm just very confident that you'll appreciate the newest piece of technology for your collection!" Argit replied.

::Fine, have this technology by us in the rendezvous point in thirty minutes. No more or less. If you are even a second late you'll regret it and don't even think about double-crossing us or swindling us.:: the knight threatened before the conversation ended.

"I live another day…" Argit said letting out a relieved sigh, "now to go get that technology that'll save my hide…" he added as he headed into the mall not at all realizing how badly this was going to get him later…

* * *

_**Present time….**_

_Omnitrix POV:_

"Hey guys does anyone else see that shadow that's behind master?" Fourarms asked seeing someone hiding behind some clothes display and staring at the figure.

Several of the other aliens appeared and stood next to fourarms.

"Why do I get the sudden need to want to toss that guy as hard as I can in the distance?" the tetramand adult muttered.

"Ahh!" Echo Echo shouted pointing at the figure, "I know that creep! that's the sorry excuse of a THING that made Master and his friends go after him for stealing Max's RV when Kevin got double-crossed!"

"Wait are you talking about when Kevin traded in the Rustbucket II to get that message from Max to Ben?" Diamondhead said realizing what the duplicating alien was talking about.

"…Echo Echo is right that is the being that had tricked Kevin and when master super glued his quills to his head. But what is he doing behind master?" the blue moth alien wondered.

"Isn't it obvious? That unscrupulous dishonest sociopath is going to take advantage of master and probably use him to pay off some of the constant debts he has!" Brainstorm stated.

"We have to save master!" were the shouts of all the aliens present.

"Can't you morons shut up and just let the humans deal with their own kind?" scowled ghostfreak from his cell as he was curled up and ignoring the arguing of the others. At least until his cage was kicked making him scowl and curse at Fourarms who just glared back.

"I wish the omnitrix put you in a container so we wouldn't have to hear your snide remarks." The tetraman grumbled.

Then in a burst of green light Ghostfreak's cage expanded and soon ghostfreak was still trapped behind bars of green energy but a glass container was surrounding him and all the ghost alien could do was float and glare with his one eye, even though it was obvious he was cursing Fourarms out with how he was waving his arms threateningly at him.

"Muuuucchhh better…" Fourarms snickered.

"Okay enough with ghostie! We have to get to master before that rat does!" Echo Echo said.

In their rush they were fighting to escape the omnitrix to save their master but since they were all trying to get out at once the omnitrix couldn't allow all the aliens to leave at once and was pushing them back.

"Dammit let us through!" Diamondhead growled as he tried pushing through the others but to no avail, the most their fighting was doing was alerting Ben that something was going on…

* * *

**Outside the Omnitrix…..**

"Huh?" Ben said looking at his omnitrix that was beeping and flashing as its screen kept changing to different aliens every two seconds. He put down the pants he was holding to try and see what was wrong.

"Hey guys? What' going on?" Ben asked tapping the screen but no one came out to answer him. "That's weird I wonder what's going on with them."

As he continued to mess with the omnitrix trying to see why his aliens were acting up, he never noticed a figure coming from behind him until he saw the shadow over him.

Ben quickly turned around and was met with a weird rat like creature that was looking at him like some kind of prize. Getting a bad feeling from the guy Ben slowly started to back away.

"I don't know who you are creep face and I get the feeling I don't want to so if you don't want your butt kicked then move…" Ben growled at Argit trying to walk pass him.

"I don't think so Tennyson you're going to help me with a little exchange," he said gleefully and before the shrunken Tennyson could shout he was pricked by Argit's quills and was knocked unconscious.

Argit caught the unconscious boy before he hit the ground and looked around to make sure no one spotted him and slinked away from the store with the holder of the omnitrix thrown over his shoulder as he left the mall and back to his rendezvous spot. He made sure to keep the kid unconscious and would prick him again to just extra insurance if there were any signs of him waking up since he didn't have any ropes or anything with him.

Then Argit's ears twitched when he heard the sound of vehicles coming from above and looked up. There he saw several forever knights riding wheel-less vehicles coming towards him and circled around him with the leader in the center in the center with another forever knight only his armor was completely red unlike the other's silver colored armor. The leader looked bigger then the others as he stepped off of his ride and walked towards Argit who was sweating bullets by this time looking at all the knights surrounding him armed and ready to shoot if he tried anything.

'_Note to self, never get in debt to the forever knights if it can be avoided'_ he thought to himself as the leader stood in front of him and removed his face plate.

"I am Sir Morton, and I'm here to collect this piece of technology you offered to pay off your debts vermin. So where is it and let me remind you, my men are ready to shoot if you dare even try anything." Sir Morton growled.

"Y-yes sir! Here you are the piece of technology I promised you!" Argit said as he moved aside and showed them the unconscious Ben.

It seemed Sir Morton didn't seem as pleased as Argit was and hauled him up by the front of his shirt angrily.

"Just what are you trying to pull! How in the name of my king is **that child** a level 20 piece of technology! You have ten seconds to explain before I leave you to my men!" Sir Morton roared throwing Argit down onto the ground hard.

"L-look at his wrist! He has an item that's one of a kind! I'm sure you'd recognize it!" Argit quickly explained as he ran over to Ben and held out his left wrist where the omnitrix was.

Sir Morton was scowling at Argit until he did see the strange device around his wrist and frowned and touched it but it gave him a jolt of green electricity as if it was angry.

"Hmm quite interesting I've never seen such a device and it even seems to respond to outside sources…I'm sure our research department would be intrigued on getting the device and if not…we could always use another squire…" Sir Morton said as he called over the red knight.

He brought over a device and placed it on Ben's back and pressed a button and blue energy restraints appeared and wrapped around Ben so he was immobile as the red knight hauled him up.

"You have completed your end of the deal so you are free from your debt, just beware you may not be as lucky next time rat." Sir Morton said darkly as he brought down his faceplate and got back on his vehicle as the others followed his example.

Once they were all gone Argit let out a relieved breath, "Well at least that problem is solved," he said satisfied as he whistled a tune as he walked away not knowing exactly how deep a hole he had dug for himself from this action…

* * *

**Meanwhile….**

Max frowned as he looked around for Ben, he knew he only sent Ben a couple feet away for pants. He even asked a few store workers if they had seen his grandson but all of them had apologized and shook their heads.

"Where could Ben have gone?" he wondered and suddenly heard something snap underneath his foot and saw a broken quill. He looked around the floor and saw another one only this one was in tact and picked it up carefully examining it.

"Something happened to Ben and these needles have something to do with it…" he said.

Max quickly dropped the shirts he had picked out to Ben and practically ran out of store, hoping to catch some sight of Ben but was inwardly cursing himself at letting Ben get kidnapped right under his nose. When he didn't 'see Ben or his kidnapper anywhere he glared at the floor before shaking his head.

"Standing around isn't going to do anything I have to get all the kids." Max said as he walked to the huge fountain and was thankful there weren't a lot of people hanging around so he was able to take out his plumber's badge and use it to call the others.

"Everyone stop what you're doing and come back to the first floor and meet me by the fountain Ben has been kidnapped" Max said gravely.

::What! We'll be right there Max! Come on Cooper!:: Alan exclaimed

::I'm going as fast as I can with these bags Alan!:: Cooper shouted back.

::Come on Manny lets go! I hope Ben's alright!:: Helen said.

::Goddamit Helen hold on! **I'M **the one carrying all your bags!::

Max closed the communication line and sat on the edge of the fountain with his head in his hands.

"How could I let Ben get kidnapped like that? I should've been paying more attention to him! He's much more vulnerable when he's ten!" he grimaced as he felt horribly guilty if anything happened to Ben.

It wasn't long before the teens were in front of him breathing heavily from their sprint.

"Max…tell us…tell us what happened to Ben…" Pierce said looking at the elderly man.

"All I did was sent Ben a few feet away from me to look at some pants while I grabbed some shirts and Ben knows to yell if something happens!" Max said shaking his head as he still held it in his hands.

"Then…probably he wasn't able to yell before whoever took him away." Pierce said rubbing his chin, "Max did you find anything that could help us?"

Max held up the needle he had found on the floor where Ben had been looking.

"Just this quill or needle. I don't recognize it but it was where Ben had been looking at the pants." Max replied.

Helen carefully took the needle and looked at it.

"I don't believe we've seen someone or any alien that had quills…" she said, "and its too big for any animal's…"

"But I think we know someone who may have…with all his connections." Cooper sudden spoke out a bit grudgingly frowning, as everyone turned his or her attention to the young blonde. "I'm talking about Kevin he's known to know plenty of people with his dealings shady or not he's met with probably just as many people and aliens as Max has."

"….He does have a point, Kevin Levin does have some knowledge on technology he would've only been able to acquire due to his works." Helen said but Manny was refusing to accept it.

"Oh come on! After what he did to Ben do we REALLY have to stoop down to go to that guy!" Manny cried out glaring at the others.

"What choice do we have Manny!" Alan exclaimed standing up to look at the teen tetramand in disguise, "none of us, not even Max can recognize whoever this quill came from and Kevin's our only hope at getting Ben back!"

Manny scowled darkly as he sat back down folding his arms angrily.

"I still don't like it…." He grumbled.

"Well suck it up Manny! Come on Max do you know where Kevin would be?" Pierce asked looking at the elderly man who nodded and stood up.

"Gwen and Ben had told me his residence in case I needed anything from him." Max replied and the group hurried out of the mall dragging what they were able to purchase before this happened.

"Damn…the one day we get off and someone Ben gets kidnapped…" Manny growled as they got onto the Rustbucket.

"You should've been with us a few years ago when I took Ben and Gwen for a cross-country trip around the states, we had trouble almost everyday." Max replied grimacing as Alan shut the door and they all buckled in as Max started up the rustbucket II. "Hold on tight, this is an emergency so we're going to be pushing the speed limit a bit."

With that Max pressed a button on his dashboard which flipped into some sort of control device, he pressed a few buttons and the plumber helpers had to hold on tightly as the force of vehicle had them pressing against their seats. It wasn't long until the Rustbucket came to a screeching halt that the teens were sure were skid marks on the street outside.

"I take it we're here?" Manny groaned as he rubbed his head.

"What gave you that idea?" Helen muttered sarcastically as she unbuckled her belt, "come on we have to figure this out NOW before anything happens to Ben."

"Can't believe we're going to this sorry no good lousy…" Manny muttered making the others sigh and roll their eyes as they exited the Rustbucket.

They walked up the driveway just in time to see the garage open and Kevin about to take a drive. When he saw them they could already see irritating in his eyes as his fists were clenched tightly at his side. The dark haired brute folded his arms and glared at them.

"Have you come to get on my case AGAIN about Ben?" he said darkly.

"As much as we would LOVE to continue doing that to you Levin…" Manny started but was elbowed harshly by Pierce and Helen with their elbows before Helen walked up to Kevin and showed him the quill that Max had picked up.

"This is the only thing Max found when…" Helen said not wanting to say it as Kevin narrowed his eyes as he looked from the girl to the others.

"When what exactly? Why do you need me?" Kevin asked still glaring at them.

"Because Ben got kidnapped right under our noses and that's the only clue we have of getting him back." Cooper said wanting to get some progress going rather then keep arguing.

"He was kidnapped!" Kevin exclaimed dropping his keys, "how!"

"That's what we want to find out, Cooper says you may recognize whoever this quill belongs to since you have…connections." Helen replied before Kevin snatched the needle out of Helen's hand and looked at it before he glanced up at them.

"I need to test something…" Kevin said and before anyone could stop him Kevin poked Manny's arm with the needle.

"Hey what the….just what the hell was that for Le-URK!" Manny shouted about to walk over and punch his face in when he couldn't move and ended up falling over on his back, "I can't move! What did you do!"

"The needles have a paralyzing agent on them that'll stop anyone in their tracks if they get pricked it it. If strong enough or more then one is used it could knock someone unconscious. You should be up in a bit but I know who this belongs to and he has gone way too far…" Kevin scowled glaring at the needle.

"Do you know where we can FIND him?" Alan asked as Max and Pierce helped Manny up.

"No, he's tricky and he moves a lot because of the trouble he gets into but Gwen can probably tract him easily." Kevin replied as he picked up his keys and pulled out his cellphone and started to call Gwen.

"this stuff better wear off fast so I can give you a serious butt kicking Levin!" Manny growled trying to move but his whole body still wasn't responding.

::Kevin? What is it?:: Gwen asked from her side, Kevin could hear her sigh frustrated as she turned a page angrily in some book.

"Any luck finding any spells involving aging?" Kevin asked.

::I thought I found some that were close but no…one mentioned the fountain of youth but I know that's gone. Look did you call for a reason or just to check my progress?:: She asked.

"I need you to come to my place its an emergency. Apparently Ben got kidnapped." Kevin explained and had to hold the phone from his ear as Gwen let out a rather large shriek.

::**WHAT! BEN GOT KIDNAPPED!**:: Gwen shrieked.

"Yeah and I know the little rat who did it…he's gone too far this time. We need you to track him." Kevin explained.

::A rat who…are you saying that Argit did this! Oh when I see that creature I'm going to…:: Gwen muttered angrily.

"Get in line Gwen but just get over here so we can track him down and find out what exactly he did with your cousin." Kevin replied.

::I'll be there in a few seconds.:: Gwen said as she hung up on Kevin.

The dark haired boy looked at the others who was giving him interesting looks, but he didn't say anything because in the next moment a pink mana bubble appeared and Gwen came out of it and turned to her grandpa but was taken back seeing the others there.

"Uh…Kevin I think you failed to mention the others…" Gwen said as she couldn't help feeling a bit uneasy since she was sure the others were still mad at her and Kevin.

"You kinda didn't let me get the chance to explain, here." Kevin replied nonchalantly as he carefully handed Gwen the quill.

The mana user took it, careful not to get pricked by it before she concentrated and started to find Argit's energy signal.

"So what was this whole thing with spells?" Alan asked as an awkward silence had covered them all.

"Did you really think Gwen and I wouldn't try to find something to help Ben? Gwen's been checking every spell book she has for anything and I"ve been trying to look around for anything that could affect a person's age." Kevin retorted.

"Well…I'm glad you two are trying to make it up to Ben." Max said smiling at the two.

"Uh…thank you sir…" Kevin replied a bit surprised at Max's compliment before Gwen's eyes stopped glowing.

"Okay I have his signature." She said and looked at Kevin.

"Alright hop in and follow us." Kevin said as he and Gwen headed to his own car as the others piled back into the Rustbucket.

"Aw man why couldn't we get a car like Levin's?" Manny grumbled as Pierce, Alan and Cooper were trying to haul him into the Rustbucket.

"Because Kevin probably built and modify that car…" Helen replied as she followed the others in once they got Manny inside.

"Do you really think Gwen can find whoever it was that took Ben?" Pierce asked as he sat up in front next to Max.

"I know my grandchild and when she's determined about something she follows it all the way through." Max replied as they started to follow Kevin's car.

It wasn't long until they came up behind some old abandoned buildings that Kevin stopped the car.

"Why…am I not surprised by this guy's choice of hideout?" he mumbled dryly as he got out of the car as did the others.

By this time Manny wasn't paralyzed anymore as he, Pierce and Helen had removed their masks and looked at the building.

"So he's in here?" Manny said eyeing the building.

"That's where his trail ended." Gwen replied.

"Manny we are not going to bust in there and tear the place apart." Pierce said before Manny could voice it.

"Why the hell not!" he hissed.

"Because this guy is tricky and he'll have more of those paralyzing needles." Kevin said making Manny curse.

"So what should we do? You seem to know him pretty well…" Alan replied.

"Gwen can come with me and knock Argit out fast and keep him in a bubble so he can't get us with his needles." Kevin said looking at Gwen who nodded, "then we can get the guy to talk about what he did with Ben."

"Alright but just in case, Alan you and Helen take the back entrance while Pierce and Manny take the front, Cooper just stay by me. We really need to work on getting you gear when we go out on missions." Max stated.

The teens nodded and got in positions as Gwen floated up and tried to make herself as small as possible as she kept close to Kevin's back as he walked inside the abandoned building, looking around for Argit.

"Oi Argit!" Kevin shouted looking around for anything that moved, "I need some information…"

There was some shuffling from behind some old conveyer belts and a head poked out and walked out behind them.

"Information huh Kevin? What exactly do you need information of?" the rat faced creature said as he came out smirking.

But before Kevin could say anything or Argit talk anymore a stream of pink mana came out from behind Kevin and wrapped around Argit before expanding into a bubble.

Gwen stepped out from behind Kevin and glared at Argit.

"We…have something to discuss with you that involves my cousin Ben…" she scowled and Argit had a feeling he should've stayed hidden and stayed far away from the two.

It seemed to have slipped his mind that when he had traded off the changed omnitrix user, he had been so concerned about getting rid of his debts that he had forgotten about people who were cared for and were possessive of Ben Tennyson…especially the dark haired osmosian who he recalled was very **very** possessive of the omnitrix user.

* * *

**Well that's it for this chapter stay tuned for the next one oh and did anyone hear the news about Dwayne McDuffie! D8 what's gunna happen to the series now! But RIP Dwayne McDuffie~ **


	5. Chapter 5

**I am SOOOO sorry for this chapter being late I er...okay I got distracted by the new Pokemon Black game for awhile _;;; I couldn't resist! its hard giving up something you practically grew up with! *coughs* er...ANYWAY! *chuckles nervously* I apologize again for the lateness of the chapter, I'm trying to break that habit so trying to write out most of the chapter where I just have to edit it a bit and then post it, same goes for my other stories for those who are watching them as well. Yeah so hopefully that'll work out in the end for all of us. **

**Btw I loved the reviews on how I got Argit's character right, he was just one of those ppl that really really annoyed me throughout the series...really...oh and slight warning there ARE hints of the Bevin I promised!  
**

**Well that's all I have to say now so just enjoy the new chapter and please remember to review! any suggestions or criticism is welcomed for improvements!  


* * *

  
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"Oh he-hey Kevin…h-how you doing?" Argit said nervously.

Kevin gave him an evil look as they walked out of the building with Argit floating behind him in the pink bubble and Kevin made sure to absorb the concrete as they walked out.

"Call the others back Gwen managed to get him before he tried anything." Kevin said gruffly as Max nodded and called the others over from the other side of the building.

Once everyone was assembled Argit was really regretting getting into this situation as he saw each and every being there seemed to want to turn him black and blue, with good reason too.

"You have really gone too far with dealing with your debt Argit…exchanging information is one thing but using BEN to get rid of them!" Kevin growled, " do you have any idea what you just did!"

"Er…something not so good?" he replied nervously as he gave a weak smile but Kevin formed his fist in to a spiked ball.

"You will tell us who you exactly gave Ben to…the faster you tell us the less pain you **may** receive…" Kevin growled as he inched closer to the petrified rat creature, "and trust me you don't' want to mess with any of us, especially since your in the presence of a Magister of the plumbers."

At the mention of a magister Argi's face paled as he looked at Kevin sweating bullets because he knew there were plenty of warrants out for him but he managed to evade getting captured but now.

"And you better hurry because I rather like to know where my cousin is NOW." Gwen hissed as she started to shrink the bubble throwing Argit into even more hysteria.

Then suddenly an idea hit Argit and he got an evil, sly smirk on his lips that made the group uneasy.

"Oi…why is that little creep smirking." Manny asked his hands twitching to grab his guns as he glared at the rat creature in the pink bubble who folded his arms smugly.

"I'm not telling you anything until you gaurenteed me that I get out of here free and not captured." Argit stated.

"**WHAT!"**

"Who the HELL does this guy think he is!"

"Does he not realize what position he's in?"

"How can he even think we'd agree to something like that!"

"Exactly what makes you think that you can make a deal with us Argit?" Kevin scowled.

"Oh just the fact that I'm the only one who knows where Tennyson is and the longer you delay the longer Ben could be in trouble~" Argit trilled.

Kevin's arm smashed into the side of the building as he scowled darkly at Argit.

"Why you not good smart ass little…" Kevin cursed but Gwen stopped him.

"I believe I have a solution, I've been working on this technique for a while and now seems to be the best time to show it." She said.

"And what skill would that be Gwen?" Max asked.

"Mind reading, " she replied giving Argit a smug grin of her own, "I'll just read his mind to find out what he did to Ben."

"And you didn't use this before because?" Conner asked curiously.

"I wanted to use it for emergencies only, there is still invasion of privacy…" she replied before glaring at Argit, "although there are exceptions to this rule. Grandpa?"

"Go ahead Gwen I see this as an exception." Max replied folding his arms at the shivering creature in front of them.

Gwen smirked at Argit before her eyes glowed the same pink color of her mana and the glow surrounded the porcupine creature captures. Argit tried to fight mind invasion off but Gwen just increased her power giving the rat a migraine. A few tense minutes passed before her eyes dimmed and the glowed disappeared, only for Gwen's whole body to be shaking.

"So? What did he do with Ben?" Alan asked.

"He TRADED Ben and the Omnitrix to the FOREVER KNIGHTS!" she replied darkly.

Argit groaned as he rubbed his head and opened his eyes and suddenly wished he hadn't as the group of people in front of him were giving off waves of anger at him.

"I found out there are two Forever Knight bases that are nearby that are the best bet where Ben is." Gwen stated.

"So what do we do with that guy?" Manny asked punching his fists into his hands.

"I'd like to do a little payback myself…" Kevin added smirking at Argit.

"Max, there are several warrents out for his arrest from the plumbers." Cooper stated looking at Max, "we can put him in a restraining orb and then give him to the plumbers."

"That'll work just fine. Gwen bring him over to the Rust Bucket so I can get the orb and call headquaters." Max said as his granddaughter followed him carrying Argit who tried to get out but couldn't.

"O-oh come on can't we talk about this?" he asked.

"You lost that right when you sold off our FRIEND!" Alan growled at the rat as he raised a fist in Argits face that was burning with fire.

"I'm sure you'll have fun with all the other prisoners in the Null Void…." Pierce added.

Argit just swallowed hard as he stared at the unmoving glances that he was receiving and saw the old man walk out and toss something above Argit just as Gwen released him.

But before he could try to escape or shoot out any quills a yellow orb surrounded him trapping him once more.

"That'll hold you until the plumbers come to pick you up, now we have to go and find Ben." Max said, "everyone back in the rust bucket there's a computer there we can use to try and find the castle where Ben could be."

"Exactly how many hideouts would these guys have?" Alan asked as they walked inside the rustbucket and Max pressed a button on his dashboard that flipped a wall that showed a large computer screen and a keyboard.

"Enough…remember they're a huge organization." Max replied as he started typing furiously on the keyboard and soon to blips popped up on the screen.

"Okay there are two locations nearby that have to be where Ben is. Alan, Helen, Manny and I will take the one in Northside Hills leaving Gwen and Kevin in the one outside Eagle Lake. " Max said, "Cooper I want you to stay here and monitor our progress alright, unfortunately your powers aren't as developed as the others."

"Understood." Cooper said nodding.

"Hey why do THEY get to go by themselves?" Manny asked growling as Kevin and Gwen ran to Kevin's car and drove off.

"Because they've had experience dealing with this group before and you've only been working on dealing with single aliens." Max pointed out, "they can handle it and they have their badges in case anything happens."

"Right…" Manny grumbled as he sat down as Max got into the driver's seat as the others sat down as well and sped off to hopefully get to Ben before anything happened.

_**Meanwhile in the Omnitrix….**_

"QUIET!" Diamond head yelled to get all the aliens that had gathered to quiet down and listen to him, "everyone stop blaming each other and just accept it was ALL of our faults because we all wanted to get out at the same time the Omnitrix had to restrict us!"

"So then what do we do! You know what happened the last time Master fell into the clutches of the Forever knights!" XLR8 said frowning as he folded his arms.

"I know and that's what exactly I'm hoping will happen for this plan to work." Diamondhead replied making the others stare.

"You have a plan?" Ditto asked.

"Yes and if we all settle down I can explain it since we don't have much time." Diamondhead said.

Once he saw everyone nod he called up Brainstorm with Grey matter on top of his head to the front.

"We have put together a rather ingenious plan, now as you recall the forever knights will try to hack the omnitrix correct?" Brainstorm said, "when they attempt to dislodge the device the omnitrix will send an electrical feed back and that is where we will make our move."

"The knights will be in shock for a few seconds and during those few seconds a selective few will leave the omnitrix pretending to 'escape' and then they will grab the master and escape." Greymatter added.

"But we figured out a way to add insult to injury." Brainstorm added smirking.

"Okay but first who are these selective aliens? We might as well know that!" Fourarms shouted.

"We were about to get there." Diamondhead replied glaring at the tetramand.

"The following are the aliens that will rescue master, Upgrade, upchuck, lodestar, Big Chill, and Goop." Diamondhead replied.

The five that were called stood up to the front next to the three.

"Why those guys?" Ditto asked, "I mean wouldn't someone like you be better or even Fourarms?"

"At first yes we thought about that since Diamondhead is one of Ben's strongest and skilled aliens." Grey Matter replied, "but for this whole plan to work we decided to do things a bit more skillfully rather then just brash brute force."

"The reason these five were chose was because of the abilities they process…the forever knights are known for their vast technology correct?" Brainstorm stated, "well since I remembered Ben as a new pet "Ship" I think it would only be proper if we gave him the ability to FORM a ship..and others…"

"Oh right! Because Ship is like Upgrade and can mold with technology but unlike Upgrade he can reshape into it without having to reprocess it!" Swampfire stated.

"That's hitting it where it hurts…" Heatblast sniggered, "that's a good idea having Upgrade there to communicate with Ship."

"We know, as for the others, Lodestar can easily take care of any knights that come attack since they all wear metal, Upchuck can digest the weapons and lasers right back at them, Goop's acidity will help break any locks along with his versatility and then Big Chill with his intangibility and freezing powers will be of assistance." Grey Matter explained.

"So what's the plan once we get out?" Upgrade asked.

"Goop and Big Chill are to free master from the restraints he's probably going to be in and any other devices, I don't want any chances of the forever knights altering our master." Brainstorm said seriously, "once he is free take care of any knights in the room or try to attack you."

"Once you're outside in the hallways, Big Chill you are to look around for the armory or research lab, that is where you'll most likely find some good things for Ship to absorb." Grey Matter stated, "it may take a while but do whatever you can and destroy as many rooms as well."

"Teach them a lesson for taking Master right?" Big Chill said hauntingly with an evil grin on his face.

"Yes, it will make them think twice of doing anything regarding our master and the omnitrix." Brainstorm stated.

"This is going to be fun…mayhem, destruction and putting salt in wounds…that does include destroying the room once we finished with it right?" Goop asked.

"Yes. They're not a nice organization anyway." Grey Matter stated.

"Everyone understand? Only those five are to leave the omnitrix when it gives the electrical feedback. After that its all up to you guys." Diamondhead stated.

"We'll make sure to get master back in one piece and teach those knights a lesson." Upgrade, "and it has been a while since I have absorbed anything so this should be very fun…."

"Too bad we couldn't do anything to that rat.." Fourarms scowled pounding his fists into his hands, "I would've turned him black and blue…"

"I'm sure Max and the others have found out what has happened to Master and are on their way to save him." Swampfire said.

"Even Gwen and Kevin?" Spidermonkey asked and a few aliens tensed at the names, some still not very happy with the two, but Diamondhead would have none of that.

"Listen, they're only humans….they make mistakes as do all of us at times." Diamondhead said reasoning with the others, "they already got chewed out twice by Max and I think that's punishment enough seeing how those two respect the elderly man."

"Diamondhead is right." Big Chill said in his raspy voice, " Those two are very close to Ben and despite what had happened they would help him no matter what."

"Whatever…they just better not do that again." XLR8 said grumbling folding his arms.

"I take it I can trust you five not to be hostile towards them if they do show up?" Diamondhead said turning to the group that was going to assist in getting Ben out of the Forever Knight's castle.

The group nodded.

All of a sudden some sort of alarm seemed to go off as everything was flashing green and all the aliens could see electricity flying around them.

"It looks we finished just in time, you all get in positions!" Diamondhead said and group nodded and headed towards the area where they were able to leave the omnitrix and enter Ben's world without having to be possessed by his body.

"The knights will never know what hit them." Wildvine smirked as they watched the group disappeared.

"Nope and this will really teach them a lesson with messing with our master." Diamondhead snickered.

"I just wish the master was up so we could see what's going on," Ditto sighed.

"At least we can hear what's going on." SpiderMonkey pointed out as several yells, curses and crashes were being heard.

"This is going to be SUCH a tale to relive." Heatblast laughed.

_** Back outside the Omnitrix…..**_

"Get them under control you fools!" a scientist with a hideous scar from the forehead to his blind left eye snarled at the fools that were running around trying to stop the aliens.

Everything had been going well…the device they had acquired wasn't anything like he had seen before. He had heard rumors of a splinter group that had tried to get a powerful device but he hadn't heard much about them after that. Supposedly the old leader was still in an unconscious state.

But never mind that! As soon as one of the workers had started to try and remove the device from the child's writs it shot off a few green bolts of electricity. At first he didn't think much of it at first but then more green volts started to shoot out and then the device started go wild as the dial kept making noises. They tried to get it to stop but they weren't able to and then several aliens escaped much to their horror.

The tall blue alien acted first by freezing the scientists in the room while the golden one with the floating head raised its hand and made the knights that had run in crash together. The small pudgy looking alien shot out its tongues and started to eat the weapons and taking any blasts that were first and sent them back.

The gel looking alien with the small metal device floating over its head shot a few green stuff at the restraints on immediately melted as the last alien picked up the unconscious boy.

"We have him now let's get going!" it said in a robotic voice.

"Just one last person to deal with…" Big Chill rasped as he looked at the doctor and then froze the doctor, "all done…"

"Good now lets fine this armory already!" Upchuck said as he was lifted up by Lodestar and the group ran out of the room.

Since Upgrade since he was carrying Ben, started to communicate with Ship through a series of beeps that you could tell from the flashing green circle on Upgrade's face that acted like his eye. The tiny blob uncurled from Ben's back and into the young boy's lap, nuzzled his face against his before replying back to Upgrade.

Big Chill had flown ahead, turning intangible so that it would be faster to find the armory.

"So what'd the little blob say?" Lodestar asked as Upchuck held onto one of his shoulder blades so that he could use his hands to slam several forever knight grunts in to walls with his magnetic powers.

"He said he'll help us by taking control of anything he sees, he wants to payback the people who hurt his master." Upgrade replied.

"Couldn't you do that as well? Have the memory to turn back into stuff you absorbed?" Upchuck asked as he swallowed several blasts and shot them back from the men that were attacking the group from behind.

"You forget I can't absorb organic matter, and because I'm in control of Master's body when I'm used I don't have the memory imprint like Ship does." Upgrade replied.

"Oh right…" Goop said melting off the armor of several knights and making them slip on his goop.

"Damn this place is huge who knows how far the armory is going to be from that lab…" Lodestar cursed.

"Big Chill is a fast flyer, maybe not as fast as Jet Ray but he'll be sure to find it." Goop replied blasting some more grunts ahead out of the way as they ran by.

The fighting seemed to go on for a while until all the knights were frozen in place just as Big Chill arrived.

"Urgh about time…" Upchuck groaned as he held his stomach, "I never ate and shot back so many blasts at one time…"

"We can take a short break, I found the armory and some other interesting things as well." Big chill said.

"First the armory, that's the main goal here then we can check out the other stuff you found." Upgrade said taking command.

The blue moth alien nodded and quickly led them to the room where he stopped and pointed to the lock. Goop didn't need any instructions and melted the control pad off of the wall and the doors opened.

The four aliens jaws dropped, if some of them HAD jaws, and stared at gigantic room that was practically filled to the brim with all sorts of alien technology from ships all the way to devices that could fit into the palm of their hands.

"By the stars….I knew they were a bit crazy about alien technology but to THIS extent?" Upchuck gawked.

"Well they ARE fanatics…" Lodestar said dryly as they looked around.

"The ships are all over there, I think because Ship is a full galvan mecha-morph he can absorb them and then combine them." Big Chill said pointing to the hanging flying machines.

"Alright I'll take Ship and get to work…hey why don't you bring out Greymatter, maybe he can look through all this stuff and find something to help master." Lodestar said.

"Someone's going to have to return…" Upchuck said frowning, "I don't think the omnitrix can let more then five of us out…"

"I'll go back and upchuck why don't you come back as well and switch with Diamondhead?" Goop said.

"Yeah, I think at this point his versatility would be good." Upchuck said, as he and Goop looked at the still unconscious Ben.

"He must've gotten hit with more then one of those needles if he's out for this long." Goop said frowning.

"I think so as well…take care of master Lodestar you two guys as well." Upchuck said as he jumped onto Lodestar's long spiky shoulder and patted Ben on the head before he hit the omnitix symbol on him and disappeared.

"Yeah same here its nice to come out and stretch our legs so to speak." Goop added laughing before he hit the dial on the middle of his chest and disappeared as well.

Soon two more aliens appeared, Diamonhead and Greymatter on the crystal alien's shoulder.

"Someone called for us?" Diamondhead grinning.

"Yeah we think there may be something here that could possibly help master return to normal." Lodestar replied.

"I'm on it, Big Chill will you carry me around please?" Greymatter asked.

The blue moth alien nodded and picked up the tiny alien placing him on his shoulder as he flew off to look around the area.

"How's he doing?" Diamondhead asked staying guard with Lodestar incase any more forever knights came.

"He's fine, there wasn't anything attached to him, he was just strapped to a metal table as the guys were trying to remove the omnitrix." The metal alien replied.

"That's good man look at all this stuff…" Diamondhead said grimacing.

"I think it's a good thing they don't know how to use this stuff." Lodestar added shaking his floating metal head.

Before Diamondhead could reply they both heard a groan and looked down at Ben.

"master?" Diamond head asked moving closer to him.

"Mm? Di-Diamondhead?" Ben asked sleepily, before his eyes widen and he shot up, looking around, "w-where is he! Where's that guy!"

"He's gone and he's not going to get you again." Lodestar affirmed making Ben look up at him as he was put back down on the ground.

"You're an alien I have in my teen form aren't you?" Ben said blinking.

"Yes that's right master, my name is Lodestar." The metal alien said smiling at the young boy.

"Whoa…I feel a bit dizzy…" Ben said rubbing his head, "and where the HECK are we!"

"The forever knight's weapon storage…its where they take all the alien technology they receive and try to study them or figure out how they work apparently." Diamondhead said a bit dryly.

"Wow…so if you two are out who else is out?" Ben asked looking around.

"We're back and we got Ship into some new nice forms, including one that suits his name" Upgrade said smirking but then blinked surprised when he saw Ben awake.

"Master, how you feeling?" Upgrade asked.

"Like I wanna kick some lousy alien butt for knocking me unconscious…" Ben grumbled but then was knocked over by the other Galven mechamorph who barked happily that Ben was awake.

"Ship ship ship!" the blob/dog alien said as his tail wagged happily and nuzzled Ben's chest.

"I missed you too! They didn't hurt you did they!" Ben asked worried as he stood up with ship in his arms.

"Thankfully this little guy was smart enough to stay disguised as a backpack and it helped that they were more concerned about the omnitrix." Lodestar assured.

"They didn't DO anything to it did they?" Ben asked.

"Just annoy it but other then that no." Diamondhead replied grinning.

"So are we getting out of here or what?" Ben said as he looked at his aliens.

"In a minute, we have to wait for two more aliens to come back." Diamond head explained.

A moment later Big Chill and GreyMatter came back carrying a medium sized device.

"What's that thing?" Ben asked looking at the laser looking thing.

"It's a particle accelerator. " Grey matter replied from Big Chill's shoulder, "it can make an object age."

"So you believe this is a device that can be used to turn master back to normal?" Lodestar asked.

"Possibly, but I don't know how it will work with organic beings so it's going to take a while." Greymatter replied, "it'll have to be researched and tested a lot before we can be assured it won't hurt Master."

"its better then nothing, right now I think we better get out of here." Diamondhead said as Big Chill handed the device to him, "but I wonder why there hasn't been anyone down these hallways."

"I believe it is because there may be something distracting the knights from chasing after our master. " Big chill replied as the group felt the whole building shake. They all looked at each other, and the aliens seemed to realize who it could be while Ben was left in the dark.

"Hmm…it could be them you know…" Diamondhead said looking at the others, "I mean they would've been contacted."

"Well they would've been contacted since Kevin unfortunately knows the rat…" Big Chill grumbled.

"I really hope the young Levin knows of how his so called 'friend' is really like when given the opportunity." Greymatter stated.

"Them? "Ben asked.

"You know, the older Gwen…and Kevin." Diamondhead replied slowly as Ben frowned.

"Why would they be looking for me?" He mumbled looking away.

"Because they do care about you and they want you back." Diamondhead replied kneeling down and placing his hands on Ben's shoulders once he put down the device.

"If you don't believe him master, I can always take you there to observe them yourself." Big Chill suggested, "we'd be completely invisible to them."

"Alright I think that'll work…but what about the others?" Ben replied as ship transformed into his backpack mode as Big chill lifted the young Tennyson on his shoulder.

"Me and Lodestar can handle the knights." Diamondhead assured.

"If you'd like master, I can return back to the omnitrix since I can't re-transform into forms like ship and switch with another alien to help." Upgrade suggested.

"Same with me since I'm not very good battle wise." Greymatter added.

"Yeah I think I'd feel better if that happened." Ben replied, "but who did you two have in mind exactly?"

"What about this guy?" Ben said as he turned his dial a few times until it stopped at a particular alien species making everyone but Big Chill stare, since he wasn't familiar with that alien.

"Are you sure? You've only turned into him once." Diamondhead said a bit worried, the same look was on the other alien's faces as well.

"Not to mention he's so quiet he never says anything…" Lodestar mumbled, "how do we know he isn't still with that ghostfreak? The wolf I know is friendly since he and Wildmutt communicate together well…"

"Just bring him out, we can always return him back to the omnitrix by hitting the symbol on him." Big Chill said.

"Agreed…" the others replied a bit reluctantly and Upgrade hit the omnitrix symbol on his chest and disappeared as a different form took its place.

Short dark black hair was seen against the light green skin as there were sewing lines strewn across the large muscular torso with the omnitrix symbol in the middle of the chest as there was a black battery pack on the alien's back along with two metallic lightning rods protruded from his back. The form had black gloves and pants with boots that had metal on the bottom of the boots. Fists clenched in front of the creature trying to see if it was real that he was out as narrow green eyes looked around.

"Okay look we don't have much time but we need to know, are you with our master or your formal master?" Diamondhead asked seriously.

"Formal master?" Big Chill questioned.

"He was part of a gang along with the mummy and wolf, the originals, to work with Ghostfreak." Grey Matter explained from the moth like alien's shoulder.

Big Chill frowned suddenly aware why the others were so warily.

"I see, so then you are afraid that he may turn on Master like the ghost has." He said.

"Exactly."

The creature looked around before his eyes landed on the small Ben Tenneyson who seemed like a midget compared to his hulking height as his current height barely came up to the alien's waist.

"Well?" Lodestar asked.

"I only have on request." The deep voice of the creature said making Ben swallow.

"You are in no position to negotiate!" Diamondhead growled.

"It is a simple request." He replied in an almost monotone sound voice as he raised his hand to defend himself.

"Yeah?" Ben asked warily suddenly wondering if this was a good idea.

"All I request is that you please find a name for myself, Mummy and Wolf like you have given the other aliens. It feels rather ridiculous having your name and then what we are afterwards." He replied giving the child a small smile, making the others gawk at him.

"Uh…that's it?" Ben asked a bit thrown off by the request.

"Yes, Master Ben Tennyson." He replied bowing to child.

"You're not trying to trick us are you? Attacking Master Ben when we least expect it and releasing that bloody ghost are you?" Lodestar asked.

"I have no wish to release that creature from the imprisonment that the Omnitrix has given it, I may have been DNA from the creature that wished to harm Master Ben Tennyson but that is something I do not want." The Frankenstein monster said seriously.

"That's good…well I think we're fine with this guy now Master." Diamondhead said grinning.

"I will help assist them as you wish Master." BenVicktor said.

"Wow…uh no need to be so polite but thanks." Ben said scratching the back of his head.

"Okay so now that we have all that figured out, I shall take my leave, but make sure you keep that device in the condition that its in," Grey matter said standing up "I don't know what would happened if it went off and hit you all."

"I would rather NOT go through my childhood again…" Lodestar grimaced.

"Same here…" Diamondhead added.

"Thanks guys." Ben said sarcastically as the two aliens coughed.

"Good." Greymatter said and hit the omnitrix symbol on him and disappeared back into the device.

"I shall go ahead and let Master see who is attacking, the rest of you try to get there yourselves, that may be our ride back." Big Chill said.

"Couldn't we just use Ship?" Diamondhead said looking at the creature attached to Ben.

"Yes but we'll use him when we get to the others…" Lodestar replied before they separated, Ben and Big Chill turning intangible and flying through the walls to get to the source of the fighting.

"Just follow the sound huh, it'd be easier if we had one of the dogs helping us." Diamondhead said before the three of them ran off into the hallway with BenVicktor in front since he could take most of the attacks followed by Lodestar as Diamondhead brought up the rear since he was holding the device.

The trio made sure to destroy as much as they could on their way to the fighting, after all they still needed to teach the Forever Knights never to take Ben from them again.

* * *

"Dammit these guys just keep trying to swarm us!" Kevin cursed as he and Gwen pushed through the crowd of forever knights rushing at them.

"Well of COURSE they did! Do you not have the understanding of 'discreet'! you destroyed the drawbridge and practically told them we were here!" Gwen shouted back, holding on hand out for a mana shield as the other was used to blast away the knights.

"Yeah yeah come on we need to get Ben out of here!" Kevin growled back as he leapt into the air, shifting his hands into hammers as he came down and shattered the ground below. The knights lost their balance as one by one they all fell over onto the floor, allowing Gwen and Kevin to run off into the castle.

"At least after this you'll believe me when I say that you can't trust Argit!" Gwen said as she grabbed a few knights that had come out of a room and tossed them behind her before they could attack.

"Would you just drop it already! I GET it!" Kevin scowled slamming his hammer fists into a few knights knocking them unconscious.

Throughout their running in the forever knight's castle, they opened any door they came upon that wasn't opened with knights running out of them. Most of them were practically empty with a few things inside but so far none of them held Ben. It wasn't until they came to a rather large room that they stopped. It wasn't because Ben was in there but the fact that there was plenty of forever knights behind what looked like the leader as there were other knights running in from behind them.

"Well well I never thought it would be some kids coming in and attacking our castle for no reason." The leader said as he flipped opened his helmet to get a better look at Gwen and Kevin.

"No reason my ass! You took something that wasn't up for trade!" Kevin hissed shifting his hands into blades.

"and what, praytell would that be?" the man asked amused and not at all disturbed by the fact Kevin could shift his hands into weapons as he was covered in metal.

"You took my cousin! A small brown haired boy with a device on his arm! He was kidnapped and there for the trade should've been null!" Gwen replied back.

"Ah but we didn't know that but we are fascinated by the device we were given…" the man replied only to be interrupted by Kevin.

"You were NOT given it!"

"and the Dr. Chadwick couldn't wait to see what kinds of things it could hold," the man said continuing as if Kevin never interrupted him.

"Where is Ben…." Kevin scowled, itching to start getting answers from the guy.

"and who are you is another question…" Gwen replied.

"How rude of me, I am Sir Morton and I'm afraid I won't be telling you with the boy is as he is one of us, now I suggest you either join us or you may not like the consequences." Sir Morton replied closing the front of his helmet.

"No YOU'RE going to be the one that'll regret the consequences!" Kevin shouted and the two of them were rushed in a flurry of lasers and bodies.

The two were angry, furious at how this guy was acting like Ben was nothing more then a new device for them to dissect and figure out how to use for their own plans. The two of them have been working non stop trying to find ways on getting Ben to return back to normal and to just find out that all their hard work would be going down the drain all because of one greedy little rat and an alien obsessed organization. The anger the two were feeling were being used a fuel to knock as many knights as they could unconscious so they could continue their search.

The power behind the attacks were evident as many knights were being tossed away easily from the two attacking, the only problem was as the fight progressed they were only human…mostly and could only go on for so long without feeling tired or exhausted.

Sir Morton, who hadn't moved once the knights around him had attacked the two stood back and smirked at them while the few remaining grunts were by his side. Gwen was sweating visibly as she continued to use her mana to throw back any knights that tried to attack her; she managed to keep most of them restrained.

"It seems you're running a bit low on energy huh kid?" he said as Kevin was breathing heavily, his arms hanging by his side. Despite that he stood up straight and gave the guy a glare.

"Just because I'm feeling a bit winded doesn't mean I still can't kick your sorry ass…" He hissed bringing up his fists.

"I'm sure kid, let's just see how that goes, though I doubt you'll last very long in your state." Sir Morton stated as he picked up his sword.

"Yeah well I'm not the one who's afraid of a face to face fight!" Kevin shot back.

"Keep running that mouth of yours brat and you won't be able to back it up." Morton replied darkly before he ran forward with his sword glowing.

"Yeah! Well I'm still alive so I'm pretty sure I can still back up what I'm say!" Kevin shouted back as he ran forward as well, changing his fists into blades to fight back against Sir Morton.

The knight leader attacked Kevin with strong force throwing Kevin back a few feet, the tall dark osmosian panted trying to catch his breath, refusing to show how tired he was from the earlier fight. With a loud yell he ran forward shifting his blade into a hammer and tried to hit Sir Morton but the knight leader just easily shouldered the tired out teen and butted him with the handle of his sword making him skid a distance away from him making him crash into the side wall as the metal receded from his body.

"You really are just a bunch of hot air." Sir Morton said as he walked up to the downed Osmosian trying to catch his breath, "I think I'll take care of you…"

Kevin tried to absorb the floor beneath him but he was just too tired to move or absorb anything at the moment, but that didn't stop him from fighting still. He got up by leaning against the wall and glared at him.

"Just because I'm worn down doesn't mean I'm NOT going to stop fighting!" Kevin growled.

"Your funeral kid…" Sir Morton said smirking as he raised his sword and brought it down.

Kevin tried to dodge it, he did but just barely and winced, refusing to cry out when he felt the blade get his arm.

"Kevin!" Gwen shouted trying to get to the other boy but was surrounded by the other knights who were barely giving her breathing space, she was just lucky she could trap them and stop them from moving.

"Give it up already you are not leaving here and at the rate you're going you're going to be in pieces pretty soon." Sir Morton stated.

"Where the hell is Ben Tennyson…" Kevin growled glowering at him making the knight scoff.

"This again? He is not going back to you, he is property of the Forever Knights and your little rescue mission FAILED, you, him and that girl over there aren't leaving!" the knight shot back, "now just make it easier on yourself and stop resisting!"

"Screw you I'm not leaving here without Ben and I'll go through you if I have to! I made a mistake and I need to FIX it, and in order for that to happen Ben needs to get OUT of here!" Kevin shouted and managed to absorb a bit of the stone floor and sucker punch the knight in the head.

Sir Morton spat out some blood as he glared at Kevin coldly as the grip on his sword tightened.

"Lucky shot brat…I was going to be merciful but now I think I'd prefer to have you unconscious…with a few other additions…" he growled and slashed forward at Kevin tearing open his shirt but when Sir Morton tried to attack again Kevin managed to grab the sword, bringing the knight closer to him and kick him hard in the chest and then break the sword since his hands were still covered in cement.

Kevin smirked at the knight who was now weaponless and cracked his knuckles as he walked towards Sir Morton.

"Now who was running their mouths off again wise guy?" the osmosian stated arrogantly.

Sir Morton just looked up at him and grinned evilly back at Kevin making him frown, "You…I think you've forgotten about my men!"

Kevin turned and cursed.

He was so focused on his little spat with Sir Morton he had forgotten about the other knights that were with him, all of them had their guns in their hands all aimed at him as well.

"Looks like you'll be joining your friends full of holes." Sir Morton said smugly and signaled his men and they started firing.

"Dammit!" Kevin cursed as he tried to absorb more concrete to help dull the blast and managed to cover himself more just as a few shots hit him, but he winced as they made contact since he was still exhausted he couldn't absorb the matter fast enough, and it wasn't very long until he was thrown on his back and groaned.

The weapons stopped firing as Sir Morton picked up his sword and pointed it at Kevin's throat, he didn't say anything but just smirked knowingly down at the osmosian. But before he could a green vine shot up from the ground grabbing his wrist and wrapping around him as it held him tightly.

"Wh-what the!" he cried out in shock.

Sir Morton wasn't the only one being attacked by the plants, several groups of knights were being lifted up in the air by the vines as the rest were soon frozen that hadn't been grabbed.

Kevin groaned as he hoisted himself up from the ground and stared when a familiar alien stepped in front of him.

"Ben?" he asked surprised staring at Swampfire's form, "that is you right?

"Yeah its me…" the alien replied not looking at Kevin and then muttered under his breath, "can't believe I helped him…"

Ben honestly didn't know what had happened, he had been watching the ordeal with Big Chill from above, and frowned when he saw what was happening to Kevin and Gwen. He asked Big Chill to put him in a corner where he wouldn't be seen so the blue moth alien could help them.

He stopped Big Chill when he heard what Kevin had said about wanting to fix what he had done and could only stare as the teenager took on the Forever Knight commander, despite not being able to full absorb matter. For some unknown reason he felt his chest tighten when he saw Kevin hurt and a voice screaming in the back of his head.

'_Help him dammit! He's your __**friend! **__Don't just stand there and gawk stop the guy from impaling __**OUR KEVIN!**'_

Then his body seemed to move on his own as his hand quickly went to the omnitrix and dialed it to Swampfire, surprising Big Chill as the alien dropped him. As he had been descending he threw out some seeds where the vines came from, capturing some of the knights and more importantly stopping Sir Morton.

"Yeah well thanks for the assistance." Kevin replied not sure what to say. It was like walking on eggshells around this Ben.

"Don't think this means I completely trust you…something just…it was a spur of the moment thing!" Ben exclaimed turning his head to glare at Kevin.

Kevin couldn't help it and gave Ben the knowing smirk the younger boy use to always see on his face when they battled before, making the alien irritated at him.

"What he heck is that smirk for! You can barely stand! you're lucky I even bothered to help you!" Ben growled, fully facing the teen since in this form he could glare face to face with Kevin and didn't have to look up.

"Uh huh you know it wasn't a spur of a moment." Kevin teased, as he seemed to ignore the exhaustion and pain in favor of teasing Ben. He couldn't help but realize he actually missed picking on the brunette and seeing his reactions, not that he was going to say it out loud.

"It **was **a spur of a moment thing! It is NEVER happening again! Never!" Ben growled.

"You say that now but you know you'll do it again." Kevin retorted back.

"Will not! You can save your own sorry butt!"

"And if I can't you'll be there to back me up."

"Ye-NO! Gah! Stop making me say things!"

"I'm not making you say anything its all you."

"Is not! You're playing with my head!"

"Oh so all of a sudden I can do that stupid Jedi mind trick? Yeah really brilliant conclusion Einstein…"

"Stop…making…fun…of…me…Levin!"

"Then stop giving me opportunities!"

"ARGH! Shut up before I make you!"

"I'd like to see you try shrimp."

"I'm the same freaking height as you!"

"Pift even as a teen you're still shorter then me, thus you are a **SHIRMP!**"

"I'll show you shrimp you stupid jerk!"

And with that declaration the human turned alien tackled Kevin back down to the floor where the two rough housed in the area.

"Uh…" Big Chill said as he stared at the two rolling around the floor as he cloaked himself in his wings as Gwen limped over to stand next to the alien, "has Master and the osmosian done that before?"

"Er…well they did tend to argue when Kevin was teasing Ben but I think because Ben's young age he feels…tackling Kevin down would prove his point?" Gwen replied, " th-thanks by the way for helping us."

"Its not problem, I'm happy that you and the osmosian are finally trying to make it up to Master." Big Chill replied, "but I do wonder how long they can keep that up."

"Probably until the omnitrix times out." Gwen replied jokingly but winced as she rubbed her sore arm.

"Are you alright?" Big Chill asked concerned.

"Just a bit sore, nothing a nice hot shower and some sleep can't cure." She replied.

"So can you tell me what happened to the creature that got Master in this whole situation in the first place?" The moth alien asked.

"Oh he's probably half-way to the plumber's prison, he's really lucky that we needed information about what happened." Gwen replied, her features darkening.

"So he won't be around anymore?" Big Chill asked.

"Unless he escapes the prison he'll be stuck there for a long time." Gwen stated firmly, "especially with all the warrants out for him and his most recent activity."

"That suits him just fine." Big Chill affirmed, "myself and the others were unhappy at what had happened and if we hadn't panicked we would've been able to save Master."

"Really? How? "Gwen asked.

"There is a…I guess you can say rip or portal inside the omnitrix that allows us to leave it and assist Master. The portal can only allow a certain amount of aliens to go through, at the time nearly all of us were trying to push through." Big Chill explained making Gwen's eyes widen.

"When you say **all** of you…do you mean?" Gwen trailed off.

"Only the aliens the master has had access to so I think about thirty of us were trying to push through." Big Chill said.

"That…is a lot. I can see why you all had trouble getting out…so…does Ben hate us?" she asked softly.

"No…he's just more upset then hate, he asked me to help you when he saw it getting too dangerous." The alien replied as now the two wrestling on the ground were trying to see who could get on top.

"That's…a really big relief." Gwen said sighing.

"Just keep trying to bring out the Ben you know and care for out of the Master, " Big Chill assured, "look at those two, when Master first saw Kevin he wouldn't let him near him and now he's wrestling him."

Gwen blinked as it did dawn onto her the first time the ten-year-old Ben had seen Kevin. He had been adamant on not allowing the teen near him and right before her very eyes they were roughhousing.

"I guess some of the old Ben's qualities are coming out…" she said smiling.

The two watched amused, ignoring the indignant cries of the forever knights still wrapped up in the vines and frozen around them.

"HA! Take that Levin!" Ben smirked as he flipped Kevin over and was on top of him.

"You're just lucky I'm too tired!" Kevin shot back.

"Yeah yeah." Ben snickered before the beeping of the omnitrix caught his attention, "h-hey! Waitaminute! Don't you da-"

In a flash of green a small ten-year old boy was on top of a teenaged Kevin and grumbling as he glared at the device.

"You really have bad timing…" Ben scowled at the device on his arms and nearly fell back at the sudden movement as Kevin sat up and soon was sitting in the osmosian's lap.

"Guess some things never change huh Benji?" Kevin smirked but saw Ben flinch and glare at him.

"Don't call me Benji…" he growled.

"Right, got it." Kevin muttered looking away.

Ben just mumbled something under his breath when he saw the long sleeved grey shirt that Kevin was wearing was stained with blood and saw the cut. The darker haired teen suddenly felt Ben moving in his lap and glanced down to see the boy staring at the cut he had gotten from the sword.

"Its just a flesh wound." Kevin said.

"You're bleeding badly." Ben retorted and felt around in his pockets for something and pulled out a dark green handkerchief.

Kevin brought his arm closer to the younger Tenneyson where he wiped away some of the blood around the cut before wrapping the piece of cloth around Kevin's bulky arm.

"There, just give it back to me when you get that 'flesh wound' taken care of." Ben huffed as he got off of Kevin's lap as the teen stood up.

"Right…" Kevin said as he was surprised that Ben had done something like that, 'guess there really is hope like Diamondhead said…' the osmosian thought to himself.

"Ben? They didn't do anything to you?" Gwen asked cautiously moving closer to her now much younger cousin.

"No, from what Big Chill told me I was just in restraints as they tried to remove the omnitrix from my arm." Ben replied but was surprised when his cousin fell to her knees and hugged Ben tightly.

"Oh thank god, we were so worried Ben!" she nearly cried out hugging the boy who had stiffened at the embrace.

"Uh dweeb, are you alright? " Ben asked unsure how to take his cousin suddenly hugging him.

"I'm fine I'm fine but I'm just relieved you weren't hurt." She replied back pulling away as she smiled at Ben.

"I…I can take care of myself! And I have my aliens to help me too! So you don't need to worry about me!" Ben replied quickly, not sure why but for some reason it just made him feel uneasy seeing Gwen near tears because of him.

"I know that now…but I'm really happy you're fine we expected the worse." Gwen said going back to hug him.

Ben desperately looked at Big Chill and Kevin for help not sure what to do when the dark haired teen made a motion to hug her back.

"Er…th-thanks for worrying about me…I guess." Ben said embarrassed as he hugged Gwen back and shot a warning look at Kevin daring him to make fun of him again.

The moment was broken when the aliens that had run off earlier came in and saw the mess.

"Wow we really missed a party here huh?" Diamondhead said looking at the vines holding the forever knights and the frozen ones as well.

BenVicktor made his way towards Ben, and saw Gwen's eyes widen when she saw him and looked back at her cousin worried.

"He's alright, he's not going to attack me or us." Ben replied, "did you run into any problems?"

"No Master, we dealt with what remained of the forever knights numbers and came to search for you." The Frankenstein monster replied.

"I think we should get going, I believed we overstayed our welcome." Big Chill said.

"Yeah I was ready to get out of here five minutes ago." Ben added as ship jumped off of his back and shifted into his hoverboard. "Sweet! Good job Ship!"

"Since when does Ben have a galvan mechamorph as a pet?" Kevin asked as Ben jumped on top of the creature.

"Since a few days ago." Big Chill replied as they all headed out of the room.

"and what's with that device? "Gwen asked noticing the thing that Diamondhead was carrying.

"GreyMatter guessed it was the best thing he could find to help Master in his current situation." Lodestar said.

"Alright one more thing, exactly how are you all planning to fit in my car?" Kevin asked.

The aliens looked at each other before down at ship.

"I think its best we saved Ship's form for another time." Big Chill said.

"Agreed." The others replied.

"Do you have any idea what they're talking about?" Gwen asked.

"Not a clue, they wouldn't even tell me." Ben grumbled folding his arms as he hovered near Diamondhead.

"We can all return to the omnitrix so it would be just master riding in your vehicle Kevin." Diamondhead said.

"Good, because I don't' think my car is suited for any of your sizes…well maybe Big Chill but no way could the others." Kevin said.

They soon made it back to the front of the castle where Kevin's car was parked. Diamondhead put the device in Kevin's trunk as he and the other aliens bid their master adieu and went back into the omnitrix.

"I call shotgun!" Ben grinned running to the front of the car and opening it, jumping into the front seat.

"You don't' mind having your seat taken? "Kevin asked looking at Gwen.

"Let him." Gwen replied rolling her eyes, "just make sure he doesn't touch anything on the dashboard, Ben had a habit of accidentally setting things off or loose."

"Right…you hear that Tennyson? No touching anything you shouldn't." Kevin said as he slammed his door shut and started the engine.

"I'll contact Grandpa Max and tell him we got you and are bringing you back." Gwen said as she pulled out her plumber's badge.

"So what exactly can this car do?" Ben asked as Kevin gave him the evil eye to get his seatbelt on.

"Plenty, shoot missiles, lasers, automatic drive, has a better air bag system, jet propel…" Kevin said bragging.

"So its pretty much like the rust bucket." Ben replied raising an eyebrow and quickly popping Kevin's bubble.

"Smart a-" Kevin was about to say when Gwen smacked the back of his head quickly stopping him.

"Don't curse in front of Ben!" she growled before she went back to talking with Max.

Ben snickered, "yeah don't curse in front of me Kevin!"

"Smarty pants…" Kevin grumbled rubbing his head with one hand as he kept the other on the steering wheel.

There was bit of banter between Kevin and Ben, the younger brunette still not fully trusting Kevin still was tense around him but he didn't outright say he didn't want the other boy near him. It took a while but soon Kevin drove the car into the base's garage where Max and the plumber helpers were waiting for them.

As soon as Ben stepped out of the car he was practically rushed by the others.

"Are you hurt!"

"They didn't do anything to you did they?"

"Those two didn't hurt you again did they?"

"Gah! I'm fine!" Ben said as he looked back at the others, "I need a bit of breathing space here!"

Everyone backed off and looked down at Ben who for the most part looked unscratched.

"Seriously? Nothing happened?" Manny asked frowning.

"No, my aliens apparently came up with some plan that worked and got me out of there before the knights could do anything. " Ben explained, "Gwen and Levin didn't do anything but just brought me back here, alright?"

"That's good," Helen said.

Gwen and Kevin walked over to the group and saw the teens there tense as they got closer but Cooper noticed something in Kevin's hand and pointed to it.

"What's that thing? "he asked.

"Something he probably took as a trophy from the forever knights." Manny sneered.

"No, my aliens took it." Ben retorted, "they said it was some particle…thingy…said it would help me return to normal."

"Huh…he's right it's a particle accelerator it'll need lots of testing but it could help Ben." Max said, "by the way how bad was it for you two? You guys look like you went through the wringer…"

"Try fighting hordes upon hordes of forever knights…" Gwen grimaced.

"Yeah we got scraped up a bit but nothing too serious, don't worry about it." Kevin replied.

Max saw the handkerchief wrapped around Kevin's arm and frowned.

"Well you seem to have at least gotten cut and that needs to be treated before it gets infected." Max said before he turned to the others," okay here's the plan, since our day got cut short we're go again tomorrow, but for now Pierce take the device to the laboratory so Cooper and I can look at it later."

"Yes Sir." Pierce said as he walked over to Kevin and practically ripped the device from the dark haired teen's hand getting a scowl out of him.

"What the heck's his problem?" He muttered.

"The rest of you to the training room. I want the younger ones to be running laps for a while, Helen you work on your dodging ability while you're running and Manny's on weights." Max continued.

"Yes Sir!" the rest replied as Alan and Cooper huddled close to Ben and talked with him.

"Grandpa? What do you want me to do?" Gwen asked.

"Just take a nap in one of the spare rooms. You look like you could use a nice rest." He said.

"Yeah…thanks Grandpa I think I'll do just that." Gwen sighed as she waved to Max and Kevin before leaving the room herself.

"Sir?" Kevin asked as Max walked ahead of him and he just followed the elderly man to the medical bay where he sat on one of the beds as Max grabbed the first aid kit.

He sat there silently as Max removed the bloodied handkerchief and spray the disinfectant into the wound, only making Kevin hiss before Max put some medicine on it to help heal it faster before wrapping it up with a bandage. When he was done he put away the first aid kit and stood in front of Kevin.

"Kevin…this may seem a bit blunt but are you in love with Ben?" Max asked.

The unsuspecting osmosian stared at Max and nearly fell off of the bed when he heard what the elderly man was asking.

"A **bit** blunt sir!" he managed to choke up, "I think that's extremely blunt!"

"Just answer the question, I may be old but that doesn't mean I'm **blind.**" Max replied firmly making Kevin wince.

'_Damn…can't get anything pass this guy, he is a Magister for a reason.'_ Kevin grimaced.

"Ben tends to tell me everything up to certain details about all the missions he goes on with you and Gwen." Max said leaning against the table as he folded his arms.

"Everything? Well about my feelings…" Kevin trailed off.

"It's a yes or no answer Kevin, I don't need any silly explanation." Max said a bit amused at the osmosian's stalling.

"Fine, yes I have feelings for him but I don't see how that's going to help me. For all we know he could forget what had happened when accidentally turned this age!" Kevin replied exasperated.

"That is a possibility but I just wanted to confirm my suspicions." Max replied smirking a bit.

"Your…suspicions?" Kevin asked warily.

"Oh yes see, Verdona and I have this little bet going on… I had figured Ben would've found a **female** companion but Verdona assured me that Ben was heading for the other direction." Max replied laughing at Kevin's expression, "when I thought about it more it seems she was right! So we changed the bet a bit"

"Exactly what does the winner of the bet get?" Kevin asked.

"That is something between Verdona and me." Max replied slyly.

"Right…so is that all sir?" Kevin asked feeling the exhaustion catch up with him.

"Yes, I'm going to have to find a way to contact Verdona anyway, she maybe able to help with Ben with her advance mana powers." He said as he walked out of the medical bay leaving Kevin by himself.

"Can't believe he knows," Kevin grumbled leaning back against the pillows, but noticed the green handkerchief still on the bed. He picked it up and held it tightly in his fist as he closed his eyes, "no matter what Benji…I'll get you to stop fearing me one way or another…"

He never noticed a figure that had been eavesdropping on their conversation as dark blue eyes narrowed at the proclamation before he turned and left the medical bay.

"You had your chance Levin and you screwed it up," Pierce said as he walked down the hallway and entered the training room just in time to see Ben, Cooper and Alan racing along the track they had in there.

The porcupine like alien couldn't help but smile softly at the brilliant smile Ben had on his face, only fueling his own determination.

"Ben is going to be mine by the time he's normal…not yours…"


	6. Chapter 6

**Sorry for the long update, I'm not that happy with this chapter but I wanted to put something out there, and I'm trying to rework the plot a bit from my original idea so this is almost a filler chapter in a way until I can get another plot started. So its still on semi-hiatus but I'm still working on this fanfic. I've gotten some ideas with the new Ben10 episodes but yeah still experimenting. **

* * *

"Hey Pierce what are you doing hiding by the doorway we have training to do!" Manny shouted as he looked at the porcupine looking child.

"Yeah yeah I'm coming hold your horses Manny." Pierce retorted as he walked inside the training area just as Ben crossed the finish line beating Cooper and Alan.

"I win!" Ben crowed happily.

"He's fast…" Alan said breathing heavily.

"I…demand…a…re-match…" Cooper panted glaring at Ben.

"Fine I'll beat you easily once more Cooper!" Ben smirked right back.

"Hey Ben do you mind bringing out some of your aliens so we can train?" Alan asked looking at the younger Tennyson.

"Oh right sure." Ben said turning to his omnitrix, "hey guys can fourarms, XLR8 and Heatblast come out?"

The ten-year-old held the device away from him as the screen glowed a bright green before thee figures came out of it and appeared in front of the plumber's helpers.

"Alright training time." Fourarms said smirking cracking his knuckles looking at Manny who looked just as eager as the elder tetramand.

"I'm not sure what we can work on but I'm sure we can find something. " XLR8 said as he zoomed over towards Helen who looked excited to have a mentor sort of to help her improve.

Heatblast just walked over to Alan grinning at the younger boy as he was just as excited to be training.

"Okay you guys go train and try not to destroy anything." Ben said as the aliens nodded before they went off with their training partners allowing Pierce to come over to Ben.

"How are you feeling Ben?" Pierce asked looking down at the younger boy.

"I'm fine! I don't feel tired or anything and its fun racing against Cooper." Ben said snickering at the rounded teen next to him trying to catch his breath.

"I will beat you!" Cooper grumbled.

"Uh huh…" Ben replied laughing as Pierce smiled at him.

"Just take it easy alright?" Pierce said as he headed towards the target practice area to work on his accuracy.

Cooper just watched Pierce walk away with a critical eye.

'_What__'__s __up __with __Pierce?__ He__'__s __being__ more __attentive__ to __Ben__ then __he__ ever__ was__ with __Manny,__ me__ and__ Helen.__'_ The blonde boy thought to himself, now that he thought about it he had slowly been noticing things about Pierce every since Ben had shrunken in age.

When Alan and Ben headed to the room that they shared Cooper would see Pierce watching the two as they went down the hallway to the rooms up until they would disappear inside. Not only that but Pierce seemed to go out of his way to make sure that Ben was alright and taken care of when ever he had the chance, almost like Pierce wanted to be someone that Ben would have immense trust in.

'_Not __that __he__ doesn__'__t __already __trust __him __but __it __seems __like__ he __wants__ Ben__ to__ see __him __as__ someone__ he __could __probably__ talk __to__ about__ anything__…'_ the technopath thought as he and Ben walked back to the starting line, but Cooper was immersed in his thoughts, _'__and __lately__ Pierce __has__ been __taking __any __given __chance__ to__ either __pa t__Ben __on __the __head __or __shoulder__…__its__ odd __since __I__'__ve __never __seen __him__ do__ anything __like __that__ with__ Manny.__'_

"Hey Cooper! Wake up!" Ben shouted waving a hand in front of the blonde's face.

"huh what! Oh sorry I uh…suddenly got a brilliant idea for something I could make." Cooper replied half lying, _'__note__ to__ self,__make __a__ device __that__ is__ able __to__ read__ minds__…'_

"Uh yeah…leave the science mumbo jumbo for later alright? Let's see you lose once more." Ben smirked as he got ready.

"You're going down Ben!" Cooper replied grinning, as he got ready as well.

"We'll just see about that! Okay in 3….2….1….GO!" Ben shouted and the two sprinted off from the starting line, "eat my dust Cooper!"

"I…I'm not giving up!" Cooper growled as he pushed himself to try and shorten the distance between them.

Ben just continued laughing as he ran as fast as he could around the track to the finish line already confident in his win and that Cooper was going to lose once more. That would've been the case had it not been for a sudden beam of light shining down in front of him and a small figure suddenly appeared and looked around.

"What the heck!" Ben shouted as he tried to avoid the small creature.

When the creature head Ben's voice it turned its head and narrowed his eyes at the child.

"Ben Tenneyson we need to have a-" he said but stopped when he saw the child still running since he had landed rather close to Ben as he was still running.

The shrunken teen tried to avoid the creature but ended up tripping and rolling off the course into the center of the field dazed.

"Hahaha looks like I'm going to win Ben!" Cooper laughed as he ran past the two.

"I call foul Cooper! Interrupting! Interference!" Ben hollered from his spot waving his arms around. "we are having a rematch because this doesn't count!"

"Ben Tenneyson what in the world happened to you!" Azmuth exclaimed stopping Ben from his ranting..

"Er…it's a bit of a long story." Ben replied scratching the back of his head nervously.

"I would like an explanation as to why I've been getting weird signals from the omnitrix and that the **aliens** are outside of it and acting like this is an everyday normal thing!" he shouted loud enough to catch the attention of the rest of the room.

"I think we should get Max…." Helen said zooming out as the others walked towards where Ben was sitting scratching the back of his head as he was laughing sheepishly while Azmuth tapped his foot angrily.

"This can't be good with Lord Azmuth here…" Heatblast whispered to Fourarms.

"Ya think! I just hope he doesn't fix the omnitrix where we can't come out anymore." Fourarms whispered back.

"Yeah I LIKE being able to talk to master." XLR8 pouted.

"The omnitrix wasn't made for a function like this!" Azmuth said glaring at the two aliens who sweated at the tiny alien who pointed a tiny finger at them.

"You do realize there are plenty of things the omnitrix wasn't meant for but Master still manages to find ways to use it." Fourarms pointed out.

"That's not the point! The point is you're just suppose to be strands of DNA I don't know how you got your bodies!" Azmuth grumbled, "do you know what this is going to do to my calculations about the omnitrix?"

"Throw a wrench in it?" Fourarms said cheekily and laughed at the pathetic glare that Azmuth was giving him.

Before the tiny creator could say anything as Helen came back with Max and brought him to where everyone was sitting around.

"What's going on?" Max asked but then he saw Azmuth and understood everything, "I guess you'd like to know what happened huh?"

"That would be greatly appreciated." Azmuth stated as Max put his hand down and he climbed on top of it and sat on Max's shoulder watching the group of kids and aliens.

"Well…long story short there was an…accident involving some strange concoction an old enemy's of Ben had made." Max started and then explained everything from when Ben first turned back into his ten-year-old self to what had just happened earlier today.

Ben added his own two cents at some parts of the story since there were times the aliens had come out when his grandpa and the others weren't around. Ship by this time had woken up from his nap he had taken earlier and hopped into Ben's lap licking the young boy's face like a puppy as Azmuth stared at the galvan mechamorph blob.

"So what you're telling me, is the reason that you have your bodies back is due to the omnitrix copying something one of the aliens had done early by pretty much reviving themselves through a single strand of their own DNA?" Azmuth repeated making sure he got this right.

"That's right Lord Azmuth, Ghostfreak did just that and the omnitrix which has become more sentient, mimicked that ability and that's why we're able to come out with our own personalities rather then having one similar to Master." Heatblast explained.

"So because the omnitrix became more sentient it actually ALLOWS all of you to come out of the omnitrix whenever you wish?" Azmuth added.

"Not ALL of us, just the ones that master had turned into before and except for Ghostfreak since he's literally behind bars inside the omnitrix and can't get out." Fourarms stated sniggering.

Azmuth groaned as he rubbed his head taking in all this information.

"And none of you have thought to rebel against Ben Tennyson?" He asked warily.

"None of us would ever want to harm Master." XLR8 said frowning, "we care for him a lot and just wish to protect him and now that we can exit the omnitrix when Master calls for us we can!"

"Wait when he calls for you?" Azmuth asked.

"We don't come out of the omnitrix unless Master specifically asks for us or he's using the dial." HeatBlast explained to the galvan, "unless its an emergency then we come out on our own."

"Sooooo….what now? you're not going to fix the omnitrix where we can't go out are you?" XLR8 asked nervously.

"That would've been the best solution had I come earlier." Azmuth said, as the aliens had horrified looks on their faces, Ben was upset as well.

"Don't do that! They've been a great help and have gotten me out of situations when I wasn't able to do anything!" Ben said hugging Ship tightly.

"If you kids would listen to me I said I would've done that if I had come **earlier**." Azmuth stated, "but since I'm several days later the omnitrix would probably reject me fixing this function it has added, "which I don't see why…"

"Because the omnitrix wanted Master to be safe, and the only way to do that was that it figured it could use US as bodyguards for him." XLR8 stated.

"Do you have any idea how long this is going to work? And don't you think with all you aliens out its going to drain the omnitrix and Ben?" Azumuth stated making the alien's eyes widen, "remember the omnitrix is linked to Ben and they both share energy."

"We….forgot…and master seems fine." Fourarms said suddenly worried, "he didn't looked drain like he did when he tried to transform all those people back to normal when the D.N. Aliens attacked."

"You're lucky…but be careful and watch Ben Tenneyson for any signs of weakening! He got pretty tired fast if I recall when he tried to turn all those D. back to human all by himself." Azmuth stated making the aliens wince.

"Yes Lord Azmuth…" the aliens said in unison.

"So have you come up with a remedy to this situation Max?" Azmuth asked turning towards the aging Plumber.

"We have one idea, the alien's 'borrowed' a particle accelerator from the forever knights and we're planning on doing some testing on it in hopes that we can reverse Ben back to normal." Max explained.

"Hmmm it's a bit strange to use a particle accelerator on an organic matter but it would have to be tested fully to make sure it doesn't give Ben Tenneyson any bad side effects." Azmuth said stroking his chin.

"Do you think you could assist us Azmuth?" Max asked.

"Maybe, I'll do some research on my own and get in contact with you again if I have any results, do NOT test anything on young Ben Tennyson without me." Azmuth said glaring at the adult.

"Of course not, it would be best if we had a good eye on what we were going to do." Max replied nodding.

"Good, I shall speak with you later then, remember my warning." Azmuth said firmly before he was enveloped in a light and disappeared.

"Well that was enlightening…" Heatblast said relieved.

"Yeah at least we didn't end up back in the omnitrix." XLR8 said sighing, "but now we have the problem of figuring out how we're going to get Master back to normal."

"Can we worry about that later? Cooper and I still have a race to go through." Ben huffed.

But before he could get an answer there was another flash and a robed woman appeared making Ben groan.

"Argh! How many more people are gunna be zapping in!" Ben exclaimed getting frustrated as his eye twitched.

"Is that Ben?" the woman said looking around before she gazed at the young ten-year-old Ben and before the young brunette could process what was happening he was wrapped up in a hug from the woman.

"H-hey! Who are you!" Ben shouted staring at the woman as he struggled to get out of the grip.

"Have you really forgotten who I am? Its me Grandma Verdona!" she stated making Ben stop struggling.

"Grandma?"

"Of course, if you have a grandpa then you must've had a grandma." Verdona huffed as the hood came off and Ben was staring at a woman who had her arms around him, "so what happened to you and where is Gwen?"

"Gwen's resting and what happened to me uh…was an accident." Ben replied scratching the back of his head.

"Mmm I think I like you better this way, you're much more cuter!" Verdona laughed as she hugged Ben making him squawk.

"G-Grandam! I'm not suppose to be ten again! I'm suppose to be a teenager like Gwen and Kevin!" Ben argued pouting.

"I guess but I still think you're adorable." Verdona stated making Ben grumble, she suddenly took notice of the aliens around the room, "are these friends of yours?"

"Sorta…they came from my omnitrix to protect me as well." Ben explained.

"Well isn't that sweet." Verdona said, "so have you figured out how you're going to get back to normal?"

"No, right now we're experimenting with some theories." Max replied sighing, "so until then Ben isn't going on any missions and just staying here."

"Wait what! When was this decided!" Ben argued, "I can still fight, I can transform still you know! Grandpa!"

"I'm sorry Ben but we don't want to have you at risk during missions despite your aliens being able to support you." Max argued.

"But grandpa!"

"No buts Ben. This is the final decision." Max stated firmly.

"Argghh…fine…can I at least go out to get something to **eat**?" Ben asked grumbling folding his arms as Verdona put him down.

"Alright here, you're going to need someone to go with you." Grandpa Max replied making Ben groan.

"I'll have Big Chill since he can have a human form alright?" Ben replied.

"Guess that means we're going back in." Fourams said before he whispered over to XLR8, "Master seems a bit mad."

"You would be to if you were held back from going on missions and fighting other aliens." XLR8 replied back.

"Good point, I'd really hate that." Fourarms replied grimacing as he and the others hit the Omnitrix symbol on their chests and disappeared as Big Chill reappeared.

"Be back before 6pm Ben." Grandpa Max said while Ben just nodded and practically stormed out of the room.

"Me thinks he's going to take a while to cool off." Helen grimaced.

"You think?" Alan and Cooper replied sarcastically as Helen threw them a look.

"Come on Max why don't you and me catch up a bit, I'd like to see my granddaughter and ask her a few things." Verdona said wrapping her arm in Max's as they walked out leaving the trainee's by themselves.

"Might as well train until we get called in." Manny said going back to the weights as Helen went to work on her maneuverability while going at high speeds.

Alan and Cooper looked at each other as they decided to run the track a few more times.

"I know how Ben feels, even though we're the youngest we aren't allows on big missions yet." Cooper said, "and I still need to control my power better."

"Come on we can sneak out and keep Ben company, at least we know how he feels." Alan whispered as Cooper agreed and making sure that Manny and Helen were busy with their training before they snuck out of the training room and out of the facility.


	7. Chapter 7

Well…I this is the fastest 10 pages I wrote…but Brightside is I'm getting some ideas on how to continue this and deal with Ben being a 10 year old! Its just…well my original idea was to follow the seasons but with so many episodes already out I'll have to deviate a bit from it and try to make something work…well anyway I apologize for the long wait but I did say this is on a 50% hiatus since I'm changing several things from my original idea.

* * *

"Master Ben do you even know where we're going?" Damien or Big chill asked as they walked down the street.

"Any place that looks good enough to eat." Ben grumbled shoving his hands in his pockets.

"I see…do you have currency to pay for food?" Damien asked making Ben groan.

"I…left my money back at the base." Ben grumbled.

"We can just go back there and quickly get it, "Damien suggested but Ben shook his head, "then I'll go back and get it, do you think you can just stay here?"

"Yeah I won't go anywhere, its under my bed in my bag." Ben said as Big Chill's human form nodded and turned transparent disappearing.

Ben sighed as he looked around at all the stores and noticed that a lot of them were decorated with pink, white and red hearts forcing Ben to make a face.

"Whats with all the cheesy decorations?" the 10-year old muttered to himself before he looked behind him and saw that it was Valentine's day today, "oh gross its that holiday where everyone gets all mushy and romantic…"

Suddenly there was a constricting feeling in his chest as if he was in pain.

"What's going on…why do I suddenly feel sad and upset?" the young boy mumbled to himself confused. The feeling wasn't going away anytime soon so he surmised it must have something to do with the stupid holiday, "but why would I care about this holiday its stupid…"

"Heeeeey Ben!"

Ben looked up and saw both Cooper and Alan running towards him waving.

"What are you two doing out here? I thought you were training." He asked.

"We decided to keep you company since everyone else was busy." Alan replied smiling, "is that alright?"

"Of course that's alright, I dunno what I'm going to do but its better to have someone to hang out with!" Ben replied happily.

"Great! So what's on the agenda?" Cooper asked.

"Food…uh you guys have money yourselves cuz I don't think I have enough for all three of us." Ben said looking at the other two.

"Don't worry about us we'll fine!" Cooper said nodding, "why were you just standing here anyway?"

"Oh Big Chill went back to get my money I kinda stormed off without it." Ben replied chuckling sheepishly, "by the way did you guys know its Valentine's day today?"

"What! Oh no I don't have a gift for Gwen!" Cooper said panicking as Alan and Ben stared.

"My cousin? You're actually interested in my cousin?" Ben asked looking at Cooper.

"Y-yes! She's really kind, gorgeous, smart…" Cooper said dreamingly while Alan just blinked.

"Uh right, come on Cooper its time to come down from space and back to Earth." Alan said hitting the blonde's back to get his attention.

"Ben! You know what Gwen likes you can help me pick out the perfect gift for her!" Cooper said looking determined at Ben.

"I'm sure she'll like whatever you give her as long as its personal she'll like it." Ben replied, "that's what all girls like right?"

"Who knows, some people are picky when they want something." Alan replied shrugging, "they could want something as cheap as store bought chocolates or something extravagant like a collectable or jewelry."

"Guess you'd really have to like the person to get them something expensive like that." Ben said rolling his eyes before he suddenly felt as if he was hit by a 2x4 and tottered around making Alan and Cooper worried.

"Ben! What happened!" Cooper asked wondering if something had attacked Ben.

"Ben? Ben can you hear us?" Alan called wondering what had happened to the shrunken teenaged hero.

Ben could hear them…just barely but at the moment he was seeing what felt like a memory from his teenaged self.

**oOo Flashback oOo**

A teenaged Ben felt a sense of accomplishment as he looked at the armlet he was holding. It took a while and had him called in several favors of aliens that owed him a thing or two but it was finally done.

"_With this Kevin will always have the best materials to absorb." Ben said as he couldn't help but laugh imaging the look on Kevin's face when he saw the item and tried it out himself. "though I wish when I knew when his birthday was so I wouldn't' have to give this to him next week on Valentine's Day…"_

_With a sigh he put it back in its protective case, before putting it back under his bed and looked at his calendar once he stood back up._

"_The FIFA world cup is playing Kevin like's sports I'm sure he won't mind watching soccer with me." Ben murmured to himself as he walked over to his desk and dialed Kevin's number_

**oOo End of Flashback oOo**

Ben shook his head trying to clear his head as Cooper, Alan and Damien who had just come back looked apprehensive.

"Master are okay? Your friends were panicking." Damien said worriedly.

"Its…nothing I just had a flash from my teenaged self's memories." Ben replied making Cooper's eyes widen.

"You get flashes from your teenaged self? Do you have any idea how this happens? This could help us get you back to normal!" Cooper said eagerly.

"I'm not sure…the first time I had a flashback was the first day I saw all of you guys? I had a dream or memory of when me, Kevin and Gwen were fighting this huge white alie that had Grandpa?" Ben replied.

"That would be a high commander of the D.N. Aliens…" Cooper replied, "any other time? Do you know what triggered it?"

"No it sort of just happened…as for another memory…well it wasn't really a memory but I heard my older self demanding me to save 'our' Kevin." Ben replied quoted.

"Your Kevin?" Cooper, Alan and Damien repeated as Ben's face turned red.

"Hey it wasn't me that said it! It was my teenaged self! I have no idea where he got the idea that Kevin was 'ours'." Ben shot back.

"Well that's interesting it seems like your teenaged self appears when it involves Kevin." Cooper said making Ben blanch.

"Why would he do that!" Ben exclaimed as Alan and Cooper looked at each other.

"Don't take this the wrong way Ben but as a teenager you'd have a sort of…interest in Kevin." Alan said slowly, "like you'd always make sure he was okay first before taking care of Gwen."

"Not to mention you two sometimes would just give each others these looks like you were silently communicating." Cooper added.

"So me and Kevin are what? Best friends?" Ben asked as he saw a giant smoothie sign appear in the distance.

"Sort of lets just leave it at that, maybe if you tried you could try contacting your older self for answers." Alan replied.

"I guess not like there's much else I can do about this situation." Ben grumbled as they walked into the Mr. Smoothie parking lot as Cooper thought to himself of what he had just learned.

'_Maybe his feelings for Kevin aren't as buried as I thought they were.'_ Cooper thought to himself as he looked at the flustered ten-year-old, "so what was this memory about?"

"Uh some trinket he got…can we stop by my house before we go back to the base?" Ben asked.

"Sure I don't see why not but why don't we go get something to eat and find something else to do." Damien said.

"Hey Ben we can go to Mr. Smoothie!" Cooper said, reminded of Ben's favorite place to hang out, eat chili fries and drink smoothies.

"Mr. Smoothie? What's that?" Ben asked making the two stare at him before they looked at Big Chill for an explanation.

"I'm guessing that while Ben was younger they didn't have a Mr. Smoothie until later when he turned to a teenager." Dmaien said.

"Guess that makes sense, come on you'll love it its your favorite place to go!" Alan said.

"And after we eat you guys can help me find something to get Gwen!" Cooper said.

"Wouldn't it be easier for you to make something with your abilities?" Alan said looking at the blonde, "and it'd save you money too ya know."

"Oh yeah forgot about that." Cooper said laughing nervously.

"Really, once you have Gwen on the mind you really forget the obvious don't you?" Alan said shaking his head.

"Hey I can't help it if she's on my mind a lot!" Cooper defended.

"Maybe too much…" Alan muttered under his breath.

"What'd you say?" Cooper asked.

"I said I wonder why kind of smoothies we should get." Alan quickly replied.

"Right…" Cooper said as they walked up to the counter, since they were too short to see over the counter Damien ordered for all three of them.

Three orders of chili fries and smoothies later the four of them were sitting at a table enjoying their snack.

"Wow this is really good!" Ben said slurping his smoothie happily, "this is the best place ever!"

"I see your love of Mr. Smoothie hasn't disappeared." Alan laughed as he picked up a few chili fries and stuffed them into his mouth.

"Aren't you going to eat Big Chill er.…Damien?" Ben asked turning to his alien companion.

"I'm quite content, I don't need to feed that much and besides its your food." Damien replied.

"You sure?" Ben asked frowning a bit.

"Thank you for the offer Master but its fine really." Damien insisted as Ben nodded and put his drink down to grab some chili fries for himself.

Ben, Alan and Cooper just chatted with each other about random subjects but mostly Alan and Cooper were answering questions that Ben had about what his teenaged self was like and what he had done.

Damien found it amusing that Ben seemed fascinated hearing everything he had done as a teenager, the spark in his master's green eyes looked close to hero worship, which was nonetheless hilarious.

Soon the three's stomach were stuffed full of chili fries and smoothies as they headed to Ben's home to pick up the item Ben's teenaged self had gotten made for Kevin. When they got there, Ben let out a relieved breath to see that his parents weren't home and taking the hidden key that was under a fake flowerpot used for emergencies he opened the door.

"This shouldn't take too long." Ben said as he ran upstairs once more to his room where he dropped to his stomach once he was near his bed. He instantly spotted the case he had seen in his memories and grabbed it. The item was a bit heavy for him but he managed to carry it down stairs where the others were waiting for him.

"That's it? I kinda expected it to be bigger with how muscular Kevin is." Alan said looking at the box.

"I guess my teenaged self thought about it? Anyway did you figure out what you're going to make for Gwen?" Ben asked as the four of them headed back to the base.

"Maybe an object that'll have any spell she'll need?" Cooper said.

"Uh wouldn't you need to KNOW all of that to put into the device?" Alan asked.

"You're right darn it what can I make…maybe something to amplify her powers? No that's too common…it has to be unique…" Cooper muttered.

"Don't try to dwell too much on it, it'll come to you." Alan said patting Cooper's back.

"But I only have a few hours until Valentine's day is over!" Cooper wailed.

"You're a genius at technology just relax!" Alan said folding his arms at Cooper.

"I guess so…" Cooper muttered.

Once they got to the base the group separated.

"I'm going to go work on Gwen's gift! I need all the time I can get!" Cooper said jogging off to his workshop.

"I'm going to go with him and make sure he doesn't burst a brain cell trying to come up with the perfect gift for Gwen." Alan said, "good luck giving your gift to Kevin, he's in the medical bay."

"Right thanks Alan I'll see you later." Ben said as he waved to the heatblast child who followed after the larger blonde boy.

"Do you want me to go back to the Omnitrix?" Damien asked.

"No…could you stay out so no one walks in? I don't really feel comfortable with having someone watch me give Kevin of all people a gift." Ben replied.

"Sure thing Master." Damien replied patting the younger boy's head as they headed to the medical bay.

Damien stood by the door way as he pushed Ben inside as the younger boy clutched the case tighter to him suddenly feeling nervous.

"You'll be fine Master," Damien assured him, "just give it to him and see his reaction."

"If you say so Damien." Ben murmured as he walked deeper inside, looking around for Kevin. He had to pull back a few curtains and he finally saw the older dark haired boy asleep on the bed.

"Crap…he's asleep I can't just leave it here…." Ben said.

"Leave what here Tennyson?" Kevin's voice asked making the younger boy jump.

"You were awake!" Ben said as Kevin sat up.

"I tend to be a light sleeper…something I ended up learning." Kevin replied before his eyes closed in on the case in Ben's hands, "what's in there?"

Ben muttered something under his breath as he walked towards Kevin's bed and sat on the stool by the bed before holding it out to Kevin and the ex-con took it.

"I have no idea what it is all I know that I'm suppose to give it to you today since its Valentine's Day and my teenaged self doesn't know when your birthday is." Ben replied.

"I see." Kevin said as he opened the case and stared when he saw the armlet and took it out, "what is all this?"

"How should I know! I don't have all my teenaged self's memory." Ben said scowling.

Kevin shrugged and put the case aside as he placed the armlet on his wrist. He was surprised when the item seemed to expand to accommodate how big his wrist was and saw it grow a bit until it became like a fingerless glove that went half-way on his wrist.

"Hmm these look like materials…" Kevin said as he tapped the green looking stone and was surprised when the glove turned the same color and he could feel his whole body absorb the material, "this is…taedenite… "

"What's that?" Ben asked.

"It's an extremely strong material rare too…" Kevin said amazed as he turned back to normal, "so not only does his have tandenite but it probably has other materials for me to absorb so I don't have to use what's around me…and you got this made for me?"

"Uh…I guess so though you have to remember it wasn't me it was my teenaged-" Ben started before he was surprised when Kevin hugged him tightly, which was awkward for Ben since they were both guys.

"This is an amazing and really useful gift Ben…" Kevin said resting his head on the brunette's shoulders, "after everything I put you though I don't deserve it…."

"You're right you don't deserve it…but I had it done for you and there was no point in me keeping it for myself…you wouldn't believe the favors I had to call in." Ben replied but for some reason the voice sounded different to Kevin's ears.

The dark haired teen pulled back and to his amazement he saw the normal 16 year old Ben.

"Ben? Is that seriously you!" Kevin gawked.

"I think so…dunno how long I can stay like this though…when I saw how happy you looked when you got the gift I couldn't help but want to be here in person to see your reaction." The older Ben replied laughing, "and boy was it worth it!"

"I'm so sorry Ben, I was the one being a moron I shouldn't have yelled at you like that!" Kevin quickly said surprising Ben, "I'm sorry for giving you nightmares when you were a kid…"

Ben's face softened when Kevin said that.

"You found out about that huh…" Ben said quietly.

"Kinda not hard to when your ten year old self was adamant in keeping me away from you." Kevin replied and was surprised when the teenaged Ben patted his shoulder.

"You'll win him over don't worry Kevin, you just have to get him to trust you like you got me to trust you again." Ben said.

"You make it sound easy Tennyson." Kevin replied sarcastically.

"Hey nothing good ever came easy." Ben replied giving the ex-con his trade mark smile which had Kevin's lips twitched at how much he missed seeing that.

"Tell Gwen I forgive her as well…urgh…" Ben said grimacing as he started to sweat, making Kevin more worried.

"Oi Tennyson what's going on!" Kevin said as he caught Ben as he was leaning forward, as his face contorted in pain.

"guess my time's up I'll try to help as much as I can Kevin…just…take….care….of…me…" Ben murmured as his body went limp and Kevin watched as the teenaged body of Ben started to shrink back until it was back being ten-years old, only Ben was unconscious this time in Kevin's arms.


End file.
